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ZoomAN N UAL
REPORT
2023 Hutchison Telecommunications (Australia) Limited
CO NTE NTS
i Who We Are
12 Directors’ Report
ii Ownership Structure
20 Auditor’s Independence Declaration
1 Financial Summary
21 Financial Report
2 Chairman’s Message
53 Independent Auditor’s Report
4 Board of Directors
59 Shareholder Information
6 Corporate Governance Statement
61 Corporate Directory
AGM Details
The Annual General Meeting
of HTAL will be held at:
Level 27, Tower Two, International Towers Sydney
200 Barangaroo Avenue, Barangaroo, NSW 2000
Tuesday, 7 May 2024 at 10.00 am Sydney time
ABN 15 003 677 227
Hutchison Telecommunications (Australia) Limited (ASX: HTA)
(HTAL)
WH O WE AR E
i
Hutchison Telecommunications (Australia)
Limited (“HTAL” or the “Company”)
(ASX: HTA) has a 25.05% equity interest in
TPG Telecom Limited (“TPG”) (ASX: TPG).
This comprises 11.14% interest directly held by
Hutchison 3G Australia Holdings Pty Limited
(“H3GAH”, a wholly owned subsidiary of HTAL)
and an attributed 13.91% interest indirectly
held by H3GAH through Vodafone Hutchison
(Australia) Holdings Limited (“VHAH”), a
company domiciled in the United Kingdom
in which H3GAH has a 50% shareholding.
VHAH has a direct 27.82% interest in TPG.
TPG provides telecommunications services to
consumers, business, enterprise, government
and wholesale customers in Australia.
2020
VHA merged with
TPG Corporation
Limited (formerly
TPG Telecom
Limited) creating
the present TPG
Telecom Limited.
2009
HTAL’s operations
were merged with
Vodafone Australia
to form Vodafone
Hutchison Australia
Pty Limited (VHA).
2003
HTAL launched
Australia’s first
3G service under
the 3 brand.
1999
HTAL was listed
on the ASX.
Annual Report 2023 ii
OWN E RS H I P STR U C TU R E
CK HUTCHISON
HOLDINGS LIMITED
SPARK NEW ZEALAND
TRADING LIMITED
PUBLIC
SHAREHOLDERS
87.87%*
10%
2.13%
HUTCHISON
TELECOMMUNICATIONS
(AUSTRALIA) LIMITED
(ASX: HTA)
100%
HUTCHISON
3G AUSTRALIA
HOLDINGS PTY LIMITED
VODAFONE
GROUP PLC
50%
VODAFONE HUTCHISON
(AUSTRALIA)
HOLDINGS LIMITED
50%*
27.82%
TPG TELECOM
LIMITED
(ASX: TPG)
11.14%
11.14%*
*Indirect ownership
Hutchison Telecommunications (Australia) Limited FI NAN CIAL S U M MARY
1
Revenue
Operating expenses
2023
$’000
857
2022
$’000
Movement
$’000
Movement
%
194
663
342%
(1,842)
(1,676)
(166)
(10)%
Impairment loss on equity-accounted investments
–
(444,617)
444,617
100%
Share of net (loss)/profit of equity-accounted
investments, net of tax
Loss from ordinary activities after
tax attributable to members
(123,061)
47,721
(170,782)
(358)%
(124,046)
(398,378)
274,332
69%
69%
Net loss for the year attributable to members
(124,046)
(398,378)
274,332
The 2023 results of Hutchison Telecommunications (Australia) Limited (“HTAL”) (ASX: HTA) included $123.1 million
share of net loss of equity-accounted investments in Vodafone Hutchison (Australia) Holdings Limited (“VHAH”)1 and
TPG Telecom Limited (“TPG”)2. Compared to $47.7 million share of net profit in 2022, this represented a decrease in share
of net profit of $170.8 million. The movement was primarily driven by a $75.2 million increase in HTAL’s share of VHAH’s
net finance costs and a $95.6 million decrease in HTAL’s share of TPG’s net profit (after consolidation adjustments).
The increase in the share of VHAH’s net finance costs was attributable to an increase in interest rates. The decrease in
the share of TPG’s net profit was primarily attributable to an increase in TPG’s net finance costs reflecting an increase
in lease interest costs arising from the full-year lease interest cost impact of the tower assets sale and leaseback
transaction concluded in 2022, a new tower lease agreement signed in 2023, and higher average interest rates on
debt, partly offset by higher service revenue. The decrease in sharing was also impacted by the lack of any one-off
accounting gains recognised by TPG in 2023 whereas in 2022 TPG recognised a one-off accounting gain from the sale
of TPG’s passive tower assets. Further details are included in Note 10 to the financial statements for the year ended
31 December 2023.
HTAL’s loss per share (basic and diluted) for the year ended 31 December 2023 was $0.91 (2022: $2.94) per ordinary share.
1
2
VHAH holds a direct 27.82% interest in TPG. VHAH is a company domiciled in the United Kingdom and in which Hutchison 3G Australia
Holdings Pty Limited (“H3GAH”), a wholly owned subsidiary of HTAL, holds a 50% interest.
HTAL’s 25.05% ownership interest in TPG comprises 11.14% interest directly held by H3GAH, and an attributed 13.91% interest indirectly
held by H3GAH through VHAH.
Annual Report 2023 2
CHAI R MAN ’ S M E SSAG E
HTAL OPERATIONS AND
2023 FINANCIAL RESULTS
Hutchison Telecommunications (Australia) Limited (ASX:
HTA) (“HTAL” or the “Company”, and together with its
controlled entity, the “Group”) reports a statutory net loss
of $124.0 million for the year ended 31 December 2023,
compared with a net loss of $398.4 million for the
comparative year ended 31 December 2022. This
represented a $274.4 million decrease in net loss when
compared to the year ended 31 December 2022.
This is because in the comparative year ended
31 December 2022, the Group recognised a one-off
non-cash impairment loss of $444.6 million on its 25.05%1
interest in TPG Telecom Limited (“TPG”) due to the
carrying amount having exceeded the recoverable amount,
which was determined by referencing an indicative share
price, including a significant influence premium given the
parcel of shareholding and significant influence held by
HTAL. However, in 2023, no further impairment has been
recognised as the recoverable amount is judged to be in
excess of the carrying amount of investments.
HTAL’s revenue represents interest income. For the
year ended 31 December 2023, revenue increased to
$0.9 million from $0.2 million for the comparative year
ended 31 December 2022, driven by the increase in
interest rates, as well as higher cash and cash equivalents
during 2023. HTAL’s operating expenses for the year
ended 31 December 2023 increased to $1.8 million
from $1.7 million for the comparative year ended
31 December 2022.
The 2023 results included $123.1 million share of net
loss of equity-accounted investments in Vodafone
Hutchison (Australia) Holdings Limited (“VHAH”)2 and
TPG. Compared to $47.7 million share of net profit in
2022, this represented a decrease in share of net profit of
$170.8 million. The movement was primarily driven by a
$75.2 million increase in HTAL’s share of VHAH’s net finance
costs and a $95.6 million decrease in HTAL’s share of TPG’s
net profit (after consolidation adjustments). The increase
in the share of VHAH’s net finance costs was attributable
to an increase in interest rates. The decrease in the share
of TPG’s net profit was primarily attributable to an increase
in TPG’s net finance costs reflecting an increase in lease
interest costs arising from the full-year lease interest cost
impact of the tower assets sale and leaseback transaction
concluded in 2022, a new tower lease agreement signed
in 2023, and higher average interest rates on debt, partly
offset by higher service revenue. The decrease in sharing
was also impacted by the lack of any one-off accounting
gains recognised by TPG in 2023 whereas in 2022 TPG
recognised a one-off accounting gain from the sale
of TPG’s passive tower assets.
HTAL’s wholly owned subsidiary Hutchison 3G Australia
Holdings Pty Limited (“H3GAH”), which holds the
Group’s 11.14% direct interest in TPG, received dividends
of $37.3 million from TPG during the year 2023. These
dividends were advanced to HTAL on an interest-free
basis. Part of the proceeds from the interest-free advance
was used to fund a $5.4 million repayment of a borrowing
facility granted by a subsidiary of the ultimate parent
entity, CK Hutchison Holdings Limited. The facility was
terminated on 30 June 2023. Additionally, VHAH received
dividends of $93.1 million from TPG during the year 2023.
Hutchison Telecommunications (Australia) Limited 3
TPG 2023 FINANCIAL RESULTS
TPG announced a total revenue of $5,533 million,
earnings before interest, tax, depreciation and amortisation
(“EBITDA”) of $1,875 million, and a net profit after
tax of $49 million for the year ended 31 December
2023, compared to $5,415 million revenue, EBITDA of
$2,135 million and a profit of $513 million respectively for
the year ended 31 December 2022.
For further details and an explanation of TPG’s results for
the year ended 31 December 2023, you may refer to TPG’s
2023 annual report which was lodged with the ASX on
26 February 2024.
HTAL remains committed to its investment in TPG and will
continue to support TPG in the future.
Frank John Sixt
Chairman
1
2
HTAL’s 25.05% ownership interest in TPG comprises 11.14% interest directly held by H3GAH, a wholly owned subsidiary of HTAL,
and an attributed 13.91% interest indirectly held by H3GAH through VHAH, a company domiciled in the United Kingdom in which
H3GAH has a 50% shareholding. VHAH has a direct 27.82% interest in TPG.
VHAH holds a direct 27.82% interest in TPG. VHAH is a company domiciled in the United Kingdom and in which H3GAH holds a
50% interest.
Annual Report 2023 4
BOAR D O F DI R EC TO RS
1
2
3
4
1
Frank John SIXT MA, LLL
Chairman
3
Steven Paul ALLEN LLB
Director
Frank John Sixt, aged 72, has been a Director and
Chairman since January 1998 and 28 December 2023,
and Alternate Director to Mr Lai Kai Ming, Dominic
since February 2008. Mr Sixt is an executive director,
group finance director and deputy managing director of
CK Hutchison Holdings Limited (“CKHH”). Since 1991, he
has been a director of Cheung Kong (Holdings) Limited
(“Cheung Kong (Holdings)”) and Hutchison Whampoa
Limited (“HWL”), both of which were formerly listed on
The Stock Exchange of Hong Kong Limited (“SEHK”)
and became wholly owned subsidiaries of CKHH in 2015.
He has been a director of TPG Telecom Limited (ASX:
TPG) (formerly Vodafone Hutchison Australia Limited)
since 2001. He is also chairman and a non-executive
director of TOM Group Limited (“TOM”), an executive
director of CK Infrastructure Holdings Limited (“CKI”),
and a director of Cenovus Energy Inc. and an alternate
director to a director of HK Electric Investments Manager
Limited (“HKEIML”) as the trustee-manager of HK Electric
Investments (“HKEI”) and HK Electric Investments
Limited (“HKEIL”). He was previously a commissioner
of PT Indosat Tbk (“PT Indosat”). The aforementioned
companies are either the ultimate holding company of
HTAL, or subsidiaries or associated companies of CKHH
of which Mr Sixt has oversight as director of CKHH. He
has almost four decades of legal, global finance and risk
management experience, and possesses deep expertise in
overseeing financial reporting system, risk management
and internal control systems as well as sustainability issues
and related risks. Mr Sixt holds a Master’s degree in Arts
and a Bachelor’s degree in Civil Law, and is a member of
the Bar and of the Law Society of the Provinces of Québec
and Ontario, Canada.
2
Barry ROBERTS-THOMSON
Deputy Chairman
Barry Roberts-Thomson, aged 74, has been a Director since
February 1989 and was Managing Director of HTAL from
its inception in 1989 until September 2001. In his capacity
as Deputy Chairman, Mr Roberts-Thomson represents
HTAL in government relations and strategic projects.
Mr Roberts-Thomson has also served as a director of TPG
from 2001 until his resignation in July 2020 and he also
serves as a director on HTAL’s subsidiary, Hutchison 3G
Australia Holdings Pty Limited.
Steven Paul Allen, aged 61, has been a Director since
12 January 2024. Mr Allen is a solicitor with extensive
experience in mergers and acquisitions. He joined the
CKHH group in November 1996 and is currently CKHH
Group General Counsel, Head of Mergers and Acquisitions.
During his time with the CKHH group, Mr Allen has
particularly worked on M&A transactions, joint ventures
and operational and regulatory compliance matters
for the CKHH group’s telecoms businesses in Europe,
Israel, Asia and Australia, including work on many of
the Company’s transactions and regulatory compliance
matters. Mr Allen has a Bachelor of Laws degree from
the University of Adelaide and qualified as a solicitor in
South Australia, in England and Wales and in Hong Kong.
4
Melissa ANASTASIOU
Director
Melissa Anastasiou, aged 52, has been a Director since
March 2020. Ms Anastasiou is currently General Counsel
for Spark New Zealand Limited (“Spark”) where she is
responsible for oversight of the legal and compliance
functions, providing Spark with strategic legal and
commercial guidance, ensuring the business acts lawfully
and with the utmost integrity. Ms Anastasiou joined
Spark in 2009 and undertook a number of legal roles
across the organisation before being appointed as Group
General Counsel in 2012 and to the Spark Leadership
Squad on 1 July 2018. Ms Anastasiou has held a range of
responsibilities during her time at Spark, including as the
Executive Sponsor for Spark’s Wholesale business and
currently, as a director on a number of Spark subsidiary
boards (including Spark New Zealand Trading Limited
and Spark Finance Limited (NZX Listed Issuer)) and of
Connexa Limited (Spark’s Towerco joint venture with
Ontario Teachers’ Pension Plan). She has also played
a pivotal role in leading Spark’s diversity and inclusion
programme. Prior to joining Spark, Ms Anastasiou spent a
number of years as a Senior Legal Counsel for UK mobile
provider Telefonica O2. She also has extensive experience
working for leading corporate law firms in Auckland
and the UK. Ms Anastasiou has a Bachelor of Laws from
Victoria University of Wellington.
Hutchison Telecommunications (Australia) Limited 5
6
7
8
9
5
5
Susan Mo Fong CHOW, also known as
WOO Mo Fong, Susan
(alias CHOW WOO Mo Fong, Susan) BSc
Director
Susan Mo Fong Chow, aged 70, has been a Director since
December 2019. Mrs Chow is a non-executive director of
CKHH. She was an executive director and group deputy
managing director from June 2015 to July 2016 and
senior advisor from August 2016 to December 2016 of
CKHH. From 1993 to 2016, she was a director of HWL.
Prior to joining HWL, Mrs Chow was a partner of Woo
Kwan Lee & Lo, a major law firm in Hong Kong. She is
an independent non-executive director of Hong Kong
Exchanges and Clearing Limited. Mrs Chow was previously
an alternate director to a director of CKI, HKEIML as the
trustee-manager of HKEI and HKEIL. She also previously
served as a member of the Listing Committee of the SEHK,
the Joint Liaison Committee on Taxation of the Law Society
of Hong Kong, the Committee on Real Estate Investment
Trusts of the Securities and Futures Commission, the Trade
and Industry Advisory Board, the Court of The Hong Kong
University of Science and Technology and the Appeal
Boards Panel (Education). Mrs Chow is a qualified solicitor
and holds a Bachelor’s degree in Business Administration.
6
Justin Herbert GARDENER BEc, FCA, AGIA
Director
Justin Herbert Gardener, aged 87, has been a Director
since July 1999. Mr Gardener has been a director of a
number of private and publicly listed companies including
Austar United Communications Limited (appointed 1999
and retired 2008). From 1961, and until his retirement in
1998, Mr Gardener held a variety of positions with Arthur
Andersen, becoming a partner in 1972 and for the last
ten years in a management and supervisory role for Asia
Pacific. Mr Gardener is a Fellow of the Institute of Chartered
Accountants and an Associate of the Governance Institute
and holds a Bachelor of Economics Degree from University
of Sydney.
7
LAI Kai Ming, Dominic BSc, MBA
Director
Lai Kai Ming, Dominic, aged 70, has been a Director since
May 2004 and Alternate Director to Mr Sixt since May
2006. Mr Lai is an executive director and deputy managing
director of CKHH. He was finance director and chief
operating officer of the AS Watson group, the retail arm of
the CKHH group, from 1994 to 1997 and group managing
director of the Harbour Plaza Hotel Management group,
the former hotel business of HWL, from 1998 to 2000.
Since 2000, he has been a director of HWL. Mr Lai is also a
non-executive director of Hutchison Telecommunications
Hong Kong Holdings Limited (“HTHKH”), a commissioner of
PT Duta Intidaya Tbk, and an alternate director to directors
of HTHKH and an alternate director to a director of TOM.
He was also Alternate Director to Mr Fok Kin Ning, Canning
of HTAL from December 2016 to 28 December 2023. The
aforementioned companies are either the ultimate holding
company of HTAL, or subsidiaries or associated companies
of CKHH of which Mr Lai has oversight as director of CKHH.
Mr Lai has over 40 years of management experience in
different industries. He holds a Bachelor of Science (Hons)
degree and a Master’s degree in Business Administration.
8
John Michael SCANLON
Director
John Michael Scanlon, aged 82, has been a Director since
July 2005. Mr Scanlon is a special venture partner to Clarity
Partners LLP, a private equity firm. From 1965 through to
1988, his career was with AT&T, primarily Bell Labs, rising
to group vice president of AT&T. Mr Scanlon then went on
to become president and general manager of Motorola’s
Cellular Networks and Space Sector, founding chief
executive officer of Asia Global Crossing, chief executive
officer of Global Crossing and chairman and chief executive
officer of PrimeCo Cellular.
9
WOO Chiu Man, Cliff BSc
Director
Woo Chiu Man, Cliff, aged 70, has been a Director since
August 2016. Mr Woo has been an executive director
and chief executive officer of HTHKH since 2017 and was
re-designated as co-deputy chairman and a non-executive
director of HTHKH in 2018. He is also a commissioner of
PT Indosat. He held various senior technology management
positions in the telecommunications industry before joining
the group of HWL in 1998. He was deputy managing
director of Hutchison Telecommunications (Hong Kong)
Limited from 2000 to 2004. He was also an executive
director of Hutchison Telecommunications International
Limited in 2005. He was seconded to Vodafone Hutchison
Australia Pty Limited (now known as TPG Telecom Limited)
as chief technology officer from 2012 to 2013 and was part
of the core management team. He possesses extensive
operations experience in the telecommunications industry
and has been involved in cellular technology for over
33 years. Mr Woo holds a Bachelor’s degree in Electronics
and a Diploma in Management for Executive Development.
He is a Chartered Engineer and also a Member of The
Institution of Engineering and Technology (UK) and The
Hong Kong Institution of Engineers.
Annual Report 2023 6
CO R P O R ATE G OVE R NAN CE STATE M E NT
This Corporate Governance Statement (“Statement”) is
dated 23 February 2024 and has been approved by the
Board of the Company. Information about the Company
and its corporate governance including current policies
and charters are available on the Company’s website at
www.hutchison.com.au. The Company and its Directors
are committed to high standards of corporate governance.
This Statement reflects the main corporate governance
practices adopted by the Company and its controlled
entity (collectively, the “Group”) during the 2023 financial
year (“Reporting Period”) and up to the date of this
Statement, noting where the Company does not comply
with the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations (4th edition)
(“ASX Corporate Governance Recommendations”).
THE BOARD
Role of the Board
The Board has responsibility for approving strategy,
monitoring the implementation of the strategy and the
performance of the Group, protecting the rights and
interests of shareholders and overseeing the overall
corporate governance within the Group.
The Board Charter is available on the Company’s website.
The Board’s responsibilities include:
reviewing and approving the statement of values,
strategic direction of the Group and establishing
goals, both short-term and long-term, to ensure these
strategic objectives are met and ensuring appropriate
resources are available to meet these objectives;
overseeing management in its implementation of the
Group’s strategic objectives, instilling of the Group’s
values and performance generally;
overseeing the integrity of the Group’s accounting
and corporate reporting systems, including the
external audit, control and accountability systems;
satisfying itself that the Group has in place an
appropriate risk management framework (for both
financial and non-financial risks) and setting the risk
appetite within which the Board expects management
to operate;
satisfying itself that the Group’s remuneration
policies are aligned with its purpose, values, strategic
objectives and risk appetite;
ensuring the business risks facing the Group are
identified and reviewing, ratifying and monitoring sound
systems of risk management and internal compliance
and control, codes of conduct and legal compliance;
satisfying itself of the effectiveness of the governance
processes in place and that an appropriate framework
exists for relevant information to be reported by
management to the Board and whenever required,
challenging management and holding it to account;
monitoring the performance of management against
these goals and objectives and initiating corrective
action when required;
ensuring that there are adequate internal controls
and ethical standards of behaviour adopted and met
within the Group;
reviewing and approving annual financial plans and
monitoring corporate performance against both
short-term and long-term financial plans;
appointing the chief executive officer, evaluating
performance and determining the remuneration
of senior executives and ensuring that appropriate
policies and procedures are in place for recruitment,
training, occupational health & safety, environmental
issue, remuneration and succession planning; and
delegating to the chief executive officer the authority
to manage and supervise the business of the Group
with senior executives and other management,
including the making of all decisions regarding the
Group’s operations that are not specifically reserved
to the Board.
Composition of the Board
Effective on and from 28 December 2023, Mr Fok Kin Ning,
Canning resigned as a Director and Chairman of the
Company and Mr Frank John Sixt was appointed as the
Chairman of the Company. Effective on and from
28 December 2023, Mr Frank John Sixt also ceased to
carry out the responsibility of a Chief Executive function
and a Chief Financial Officer function pursuant to section
295A of the Corporations Act 2001 (Cth) with which he
was previously tasked by the Board and is therefore now
a non-executive Director of the Company.
Thereafter, effective on and from 12 January 2024,
Mr Steven Paul Allen was appointed as a Director of the
Company and the Board has tasked Mr Steven Paul Allen
with the responsibility of carrying out a Chief Executive
function and a Chief Financial Officer function pursuant
to section 295A of the Corporations Act 2001 (Cth).
Accordingly, Mr Steven Paul Allen is considered as
an executive Director of the Company. However, as
Mr Steven Paul Allen is not formally appointed to
either of these roles, the Company does not have any
“senior executives”.
As at the date of this Statement, the Board comprises
nine Directors whose appointment reflects the
shareholding of the Company and the need to ensure that
the Company is run in the best interest of all shareholders.
Eight of the Directors, including the Chairman,
Mr Frank John Sixt, are non-executives and as outlined
earlier, one Director, Mr Steven Paul Allen is considered to
be an executive Director.
The Board has considered the factors relevant to assessing
the independence of a Director contained in the ASX
Corporate Governance Recommendations, and in light
of this, the Board determined that the independent
Directors are not substantial shareholders or officers of
substantial shareholders, have not been employed as an
executive of the Group or its majority shareholder, nor are
they associated with any significant supplier, customer or
professional adviser of the Group.
CORPORATE GOVERNANCE STATEMENTHutchison Telecommunications (Australia) Limited 7
Prior to the appointment of a new Director, appropriate
checks are undertaken in areas such as education,
employment and character references, and the balance
of skills set and experience collectively on the Board will
be taken into consideration. Each new Director receives a
letter of appointment detailing the Company’s expectations
having regard to their familiarity with the Company, and its
core activities being its investment in TPG Telecom Limited
(“TPG”). Written agreements are in place with each of the
Directors setting out their terms of appointment.
Upon appointment to the Board, a new Director receives
an induction process arranged by the Company Secretary
which includes a package of orientation materials
on the Company. Thereafter, the Company provides
professional development materials to Directors and
facilitates their attendance at appropriate external
seminars and information sessions to help them to keep
abreast of current trends and issues facing the Group,
including the latest changes in the commercial (including
industry-specific and innovative changes), legal and
regulatory environment in which the Group conducts its
business and to refresh their knowledge and skills on the
roles, functions and duties of a listed company director.
There were no new board appointments during the
Reporting Period. After the Reporting Period, effective
on and from 12 January 2024, Mr Steven Paul Allen was
appointed as a Director of the Company.
The Company evaluates the performance of the Board
as a whole, the Board Committees and the Directors by
questionnaire for each financial year. The evaluation for the
financial year ended 31 December 2022 was undertaken
at the beginning of 2023 and that for the financial year
ended 31 December 2023 was undertaken in December
2023. The objective of such evaluation is to ensure that
the Board, its Committees and the Directors continue to
act effectively in fulfilling the duties and responsibilities
expected of them. It also includes an evaluation of
whether there is a need for existing Directors to
undertake professional development to maintain the skills
and knowledge needed to adequately perform their roles
as Directors. The Company does not employ any senior
executives and accordingly, no performance evaluation
was conducted in respect of senior executives.
In connection with their duties and responsibilities, Directors
and Board Committees have the right to seek independent
professional advice at the Company’s expense. Prior written
notification to the Chairman is required.
Further, an independent Director does not have any
significant contractual relationship with the Group nor
is there any business relationship which could materially
interfere with a Director’s ability to act in the best interest
of the Company.
Mr Justin Herbert Gardener and Mr John Michael Scanlon,
being the only Directors who are not, or have not been,
officers of a significant shareholder or have not been
employed as an executive of the Group, are considered
by the Board to be independent Directors. The Board
does not consider that the length of service of either
Mr Justin Herbert Gardener or Mr John Michael Scanlon has
compromised their independence. In light of the majority
ownership by CK Hutchison Holdings Limited (“CKHH”),
the Board has resolved that, at this stage, it is not in the
best interests of the Company that a majority of Directors
or the Chairman be independent.
Board skills matrix
The Board has considered the mix of skills which are
appropriate for the Board as a whole, that is currently
required and that the Board would seek to maintain in
its membership. These include experience in:
general business management, strategy and
entrepreneurship;
information and technology particularly in
telecommunications or multimedia;
marketing, sales and distribution in highly
competitive markets;
government relations and policy;
legal, governance and compliance risk management;
mergers and acquisitions;
human resources and remuneration;
accounting, finance and audit; and
banking, treasury and capital markets.
Details of the individual Directors’ skills set, experience
and date of appointment are set out on pages 4 and 5
of the Annual Report. Details of the executive and
non-executive Director remuneration are set out in the
Remuneration Report which forms part of the Directors’
Report on pages 16 to 19.
Subject to the Company’s Constitution requirements in
relation to the retirement of Directors, the appointment of
all the current Directors will continue until the next Annual
General Meeting (“AGM”) in 2024 and will be automatically
renewed for successive 12-month periods unless otherwise
terminated. An election of Directors is held at the AGM
each year, and information on the Directors standing for
re-election is provided to shareholders in the Notice of
Meeting for the AGM. Any Director who has been appointed
during the year must stand for re-election at the next AGM.
Each Director must retire every three years, and if eligible,
may stand for re-election. Retiring Directors are not
automatically reappointed.
Annual Report 2023 8
CO R P O R ATE G OVE R NAN CE STATE M E NT
CO NTI N U ED
Board Committees
The Board has two Committees to assist in the
implementation of its corporate governance practices,
fiduciary and financial reporting and audit responsibilities.
These are an Audit & Risk Committee and a Governance,
Nomination & Compensation Committee.
Each of these Committees has its own charter setting
out its role and responsibilities, composition, structure,
membership requirements and the manner in which the
Committee is to operate. Details of these charters are
available on the Company’s website.
Audit & Risk Committee
The responsibility of the Audit & Risk Committee is to
assist the Board in fulfilling its duties through review and
supervision of the Group’s financial reporting process and
the Group’s system of risk management, internal control
and legal compliance.
This Committee comprises three non-executive Directors,
a majority of whom are independent Directors and is
chaired by an independent Director who is not the Chairman
of the Board. The composition of the Committee meets
the requirements of the ASX Corporate Governance
Recommendations. It has appropriate financial expertise and
knowledge of the telecommunications industry. Details of
the Committee members, and their qualifications, expertise,
experience and attendance at Committee meetings are set
out on pages 5 and 13 of the Annual Report.
This Committee considers the annual and interim financial
statements of the Company and its subsidiaries and any
other major financial statements prior to approval by
the Board, and reviews standards of internal control and
financial reporting within the Group. It is also responsible
for overview of the relationship between the Group and
its external auditor, including periodic review of the
performance and the terms of appointment of the auditor.
Furthermore, it considers any matters relating to the
financial affairs of the Group and any other matter referred
to it by the Board.
The main responsibilities delegated to this Committee are:
to consider and recommend to the Board the
appointment and remuneration of the Company’s
external auditor and to determine with the external
auditor the nature and scope of the audit or review
and approve audit or review plans;
to assess the performance and independence of the
external auditor, taking into account factors which may
impair the auditor’s judgement in audit matters related
to the Company;
to review the interim and annual financial statements
of the Company before their submission to the Board;
to ensure the Group’s practices and procedures with
respect to related party transactions are appropriate
for compliance with the relevant legal and securities
exchange requirements;
to review the risk management practices and oversee
the implementation and effectiveness of the risk
management system including overseeing appropriate
governance standards for tax management and
the effectiveness of the tax control and governance
framework including the monitoring of tax risk
management strategies;
to review and make recommendations to the Board
regarding the adequacy of the Group’s processes for
managing risk and any changes that should be made
to the Group’s risk management framework or to the
risk appetite set by the Board;
to consider new and emerging sources of risk and
the risk controls and mitigation measures that
management has put in place to deal with those risks;
to review with management and the external auditor
the presentation and impact of significant risks and
uncertainties associated with the business of the
Group and their effects on the financial statements
of the Group; and
to ensure corporate compliance with applicable
legislation.
The Board, prior to approving the half year results
for the period ended 30 June 2023 received a signed
declaration provided in accordance with section 295A of
the Corporations Act 2001 (Cth) by Mr Frank John Sixt,
who, at that time was tasked with the responsibility
of carrying out the Chief Executive function and Chief
Financial Officer function. For the full year results for the
year ended 31 December 2023, the Board received a signed
declaration provided in accordance with section 295A of
the Corporations Act 2001 (Cth) by Mr Steven Paul Allen.
In reviewing and approving periodic corporate reports for
the Company, the Audit & Risk Committee and Board relies
on a signed statement by persons responsible for preparing
and verifying information contained in such reports.
The appropriate persons are required to confirm that the
information contained in such corporate reports have been
validated with supporting documents including but not
limited to confirmation of balances with financial institutions,
contracts with business partners, and/or other source
documents maintained by the Company. The Company has
received signed verification statements for the Directors’
Report and operating review in respect of the half year
and annual reports during the Reporting Period.
Governance, Nomination & Compensation
Committee
This Committee comprises three non-executive Directors
and is chaired by the Chairman of the Board. In light of
the majority ownership by CKHH and that the Company
does not currently have any senior executives, the Board
has resolved that, at this stage, it is not in the best
interests of the Company that a majority of members
of this Committee be independent or that the Chair of
this Committee be independent. Details of the Committee
members, and their qualifications, expertise and
experience are set out on pages 4, 5 and 13 of the Annual
Report. No meetings of this Committee were required
during the year ended 31 December 2023, as any matters
that arose for possible consideration by this Committee
were dealt with by the full Board.
Hutchison Telecommunications (Australia) Limited 9
Compensation responsibilities
This Committee is responsible for the review of
remuneration and other benefits, and the Group’s policies
in relation to recruitment and retention of staff. It will,
where relevant, obtain independent advice from external
consultants on the appropriateness of the remuneration
policies of the Group.
Details of the compensation philosophy and practices
of the Company, including equity-based remuneration
schemes, are set out in the Remuneration Report.
As the Company does not currently have any senior
executives, no process is in place for the evaluation of
the performance of senior executives, although formal
performance evaluation has been a part of the Company’s
practices in the past.
Governance and nomination responsibilities
The governance and nomination responsibilities related
to Board performance and evaluation are:
to periodically assess and provide recommendations
to the Chairman of the Board on the effectiveness
of the Board as a whole, the Board Committees, the
contribution of individual Directors, and assessment
of Directors;
to periodically review the Company’s investor
relations and public relations activities to ensure that
procedures are in place for the effective monitoring of
the shareholder base, receipt of shareholder feedback
and response to shareholder concerns in respect of
Board nomination and remuneration matters;
to oversee and periodically review the induction
and education, and continuing professional
development programs for Directors including
whether there is a need for existing directors to
undertake professional development;
to ensure appropriate structures and procedures are
in place so that the Board can function independently
of management;
to receive and consider any concerns of individual
Directors relating to governance matters; and
to review all related party transactions to ensure they
reflect market practice and are in the best interests of
the Group and consider any disclosure requirements.
The governance and nomination responsibilities related
to the Directors are:
to recommend to the Board criteria regarding
personal qualifications for Board membership such
as background, experience, technical skills, affiliations
and personal characteristics; and
to consider and recommend to the Board the skills
matrix required for the Board generally including
Director independence.
The governance and nomination responsibilities related
to Board Committees are:
to review from time to time and recommend to the
Board the types, terms of reference and composition
of Board Committees, and the nominees as chair of
the Board Committees; and
to review from time to time and make recommendations
to the Board with respect to the length of service
of members on Board Committees, meeting procedures,
quorum and notice requirements, records and minutes,
resignations and vacancies on Board Committees.
Diversity
The Company recognises the corporate benefit of
diversity as defined in the ASX Corporate Governance
Recommendations and its Diversity Policy is available
on the Company’s website.
The Company recognises the benefits of a Board that
possesses a balance of skills set, experience, expertise
and diversity of perspectives appropriate for the strategies
of the Company. The Company supports diversity, with
Directors from various parts of the world with experience
of different cultures and possessing varied expertise, in
finance and accounting, sales and marketing, operations,
legal and technology and mergers and acquisitions relevant
to operating a telecommunications company.
In assessing candidates for appointment to the Board,
the Board or Governance, Nomination & Compensation
Committee will have regard to the diversity balance on
the Board and the skills and experience of each candidate.
The Board will give due consideration to ensuring that the
diversity of the Board increases.
No measurable gender diversity objectives have been set
having regard to the Company’s current structure, size
and type of operations. The Company currently only has
one employee and no senior executives. Notwithstanding,
the Company will continue to consider and make future
appointments to its Board, senior executives (if required)
and workforce generally based on merit, skill and
experience necessary.
The Board currently comprises seven males (78%) and two
females (22%) (2022: 78% male, 22% female). The Company
has only one (male) employee who is not considered to be
a senior executive (2022: 100% male).
COMPANY SECRETARIES
The Company has two company secretaries, Ms Edith Shih
and Ms Swapna Keskar, who are responsible to the Board
for ensuring that Board processes are followed and board
activities are efficiently and effectively conducted.
EXTERNAL AUDITORS
The performance of the external auditor is reviewed
annually. PricewaterhouseCoopers was appointed as
the external auditor in June 2014.
Annual Report 2023 10
CO R P O R ATE G OVE R NAN CE STATE M E NT
CO NTI N U ED
An analysis of fees paid to the external auditor, including
a break-down of fees for non-audit services, is provided
in Note 8 to the financial statements. The Company’s
current policy (as amended and approved by the Board
on 5 December 2023) in relation to awarding non-audit
work to the external auditor requires that all proposed
non-audit service assignments will require prior approval
by the Audit & Risk Committee at a meeting of the Audit
& Risk Committee or by way of a unanimous written
resolution of the Audit & Risk Committee. The Chairman
of the Audit & Risk Committee can provide approval on
behalf of the Audit & Risk Committee via email if the
proposed non-audit service assignment is not in excess of
$100,000. It is the policy of the external auditor to provide
an annual declaration of their independence to the Audit
& Risk Committee.
The external auditor (or their representative) attends and
is available for questioning at the AGM by shareholders
in relation to the conduct of the audit.
RISK MANAGEMENT
The Board acknowledges its responsibility for risk
oversight and ensuring that significant business risks
are appropriately managed, whilst acknowledging
that such risks may not be wholly eliminated. Details
of the Company’s risk management policy and internal
compliance and control system are available on the
Company’s website.
The Audit & Risk Committee has been delegated
responsibility as the primary body for risk oversight and
for ensuring that appropriate risk management policies,
systems and resources are in place.
HTAL’s sole activity is its investment in TPG. The
operational activities of TPG are undertaken entirely
by TPG and the associated operational risks are in that
entity. Two nominees of the Company, Mr Fok Kin Ning,
Canning and Mr Frank John Sixt currently serve as
members of the TPG board of directors. Mr Fok Kin Ning,
Canning also serves as the Chairman of the TPG board.
Additionally, Mr Frank John Sixt serves as an observer from
1 September 2022 of the TPG board’s audit & risk committee.
TPG has its own policies and risk management framework
and is required to report to ASX and its investors in its own
capacity as an ASX-listed entity. These may be accessed on
the ASX announcements platform under ASX ticker code
“TPG”, and on its website at www.tpgtelecom.com.au.
HTAL’s Audit & Risk Committee oversees that the
operations of HTAL are within the scope of its Risk Appetite
Statement. The Audit & Risk Committee has undertaken a
review of its risk management framework in respect of the
Reporting Period and considers it continues to be sound
and HTAL is operating with due regard to the risk appetite
as set by the Board.
Material business/operational risks faced by the Company
are those associated with the Company’s investment in
TPG. As set out earlier, information in respect of TPG may
be accessed via TPG’s separate disclosures available on
the ASX announcements platform and on the TPG website.
The Company has not identified any material exposures to
environmental and social risks.
Due to the size and structure of the Company, an internal
audit function has not been established. The Audit
& Risk Committee is the responsible body for receiving
risk reporting, reviewing the Company’s risk register
and framework and considering the effectiveness of the
Company’s governance, risk management and internal
control processes, in accordance with its charter.
OUR VALUES AND EXPECTED BEHAVIOUR
The need to ensure that a strong ethical culture within the
Group has led to greater emphasis on the development
of a strong culture with values designed to ensure that all
Directors, managers and employees act with the utmost
integrity and objectivity in their dealings with all people
that they come in contact with during their working
life with the Group. The Code of Conduct applies to all
Directors, officers, employees, consultants, contractors,
agents and other representatives engaged by the Company
and compliance with the values underlying the Company’s
culture forming part of the performance appraisal of senior
executives and managers.
The Code of Conduct also sets out the Company’s
zero-tolerance approach to bribery and corruption.
HTAL aspires to operate openly, fairly, lawfully, ethically and
responsibly with honesty and integrity. The Company’s Code
of Conduct sets out HTAL’s values in which we strive to:
make everything we do simple and relevant;
always look for ways to make our way of doing
business better;
be courageous and bold in our thinking;
think of others in everything we do;
deliver on our promises;
listen, understand and treat others as an individual;
be honest and open, have real conversations;
make conscious commitments – keep your word;
celebrate success; and
listen to and learn from each other.
WHISTLEBLOWER POLICY
The Company encourages a culture of reporting actual
or suspected improper conduct (as described in the
Whistleblower Policy) and any person who reports conduct
as a whistleblower who is acting honestly, reasonably and
with a genuine belief about the conduct will be supported
and protected. The Company has adopted a Whistleblower
Policy that outlines qualifying disclosure that is protected,
how the Company will investigate and deal with improper
conduct, and how persons making a disclosure will be
supported and protected throughout this process.
Hutchison Telecommunications (Australia) Limited 11
Copies of the Company’s Code of Conduct and Whistleblower
Policy are available on the Company’s website. The Board or
the Audit & Risk Committee will be informed of any material
breaches or any material incidents reported under the Code
of Conduct and Whistleblower Policy.
DEALING IN SHARES
The Company has the following policy regarding dealing
in its shares:
the Chairman of the Board discusses any proposed
dealing in HTAL shares with an independent Director
prior to any dealing;
Directors or the Chief Executive Officer discuss any
proposed dealing in HTAL shares with the Chairman
of the Board prior to any dealing; and
any other designated officer (being any person
engaged in the management of the Company, whether
as an employee or consultant) discuss any proposed
dealing in HTAL shares with the Chairman of the
Board or either of the Company Secretaries prior to
any dealing.
Unless there are unusual circumstances, dealings in HTAL
shares by Directors and any other designated officers are
limited to the period of one month after the release of the
Company’s half year and annual results to the ASX and
from the lodgement of the Company’s annual report with
the ASX up to one month after the AGM of HTAL.
Directors, officers and employees must not engage in
insider dealing in breach of the Corporations Act 2001
(Cth) and are prohibited from dealing in HTAL shares if
in possession of price sensitive information. Directors
and senior executives are also prohibited from engaging
in short term speculative dealing. All Directors, officers
and employees within the Group have been advised of
their obligations in regard to price sensitive information.
Directors, officers and employees are also aware of their
obligations not to communicate price sensitive information
to any other person who might deal in HTAL shares or
communicate that information to another party.
The Company Secretary resident in Australia has been
appointed as the person responsible for communications
with the ASX. All Directors receive a copy of all material
ASX announcements promptly after they have been made.
The Company seeks to enhance its communication with
shareholders through the introduction of new types of
communication through cost effective electronic means
and the provision of information in addition to the reports
required by legislation. Shareholders have the option
to receive communications from the Company and to
communicate with the Company and the Share Registry
electronically. The Company does not currently prepare
investor or analyst presentations, but if it were to do so,
and contain new and substantive information, a copy of
such presentation will be released to the ASX and also
made available on the Company’s website.
Shareholders are encouraged to participate in general
meetings physically or through the use of one or
more technologies or to appoint proxies or corporate
representatives, to attend and vote at such meetings for
and on their behalf if they are unable to attend in person.
Notices of general meetings and the accompanying
papers are provided within the prescribed time prior to
the meetings on the Company’s website and the ASX
website (www.asx.com.au). Shareholders may elect to be
sent such communication in either physical or electronic
form. All substantive resolutions put to shareholders
in general meetings are decided on a poll, rather than
a show of hands. All resolutions put to the 2023 AGM
were conducted by a poll with the results of the meeting
announced to the ASX.
The Company’s investor relations program is based upon
appropriately responding to requests from shareholders
and analysts for information to enable them to gain an
understanding of the Company’s business, governance,
financial performance and prospects.
The Company’s existing practices on information
disclosure and shareholder communications are
documented in the Continuous Disclosure Policy
and the Shareholder Communications Policy, details
of which are available on the Company’s website.
The Company does not have an equity-based remuneration
scheme in place.
RELATED PARTY TRANSACTIONS
The Company’s practices are documented in the Share
Dealing Policy, details of which are available on the
Company’s website.
CONTINUOUS DISCLOSURE AND
SHAREHOLDER COMMUNICATION
The Board strongly believes that the Company’s
shareholders should be fully informed of all material
matters that affect the Group in accordance with its
continuous disclosure obligations. Financial reports
and other significant information are available on the
Company’s website for access by its shareholders and
the broader community. Procedures are in place to
review whether any price sensitive information has been
inadvertently disclosed in any forum, and if so, this
information is immediately released to the market.
The Group draws great strength from its relationship
with CKHH and other companies in the CKHH group
in relation to its financial support and management
expertise. The Board is aware of the need to represent
all shareholders and to avoid conflicts of interest. Where
there is a conflict of interest or the potential appearance
of a conflict, affected Directors do not participate in the
decision-making process or vote on such matters. All
commercial agreements with related parties are negotiated
on arms’ length terms. Further information about the
Company’s related party transactions is set out in Note 19
to the financial statements.
Annual Report 2023 12
DI R EC TO RS’ R E P O RT
The Directors present their report of Hutchison
Telecommunications (Australia) Limited (“HTAL” or
the “Company”, and together with its controlled entity,
the “Group”) at the end of, or during, the year ended
31 December 2023.
ENVIRONMENTAL REGULATION
The Group is not subject to any particular or significant
environmental regulations under a law of the
Commonwealth, State or Territory.
PRINCIPAL ACTIVITIES
The Group’s principal activity is the ownership of a
combined 25.05%1 equity interest in TPG Telecom Limited
(“TPG”). TPG provides telecommunications services
to consumers, business, enterprise, government and
wholesale customers in Australia.
REVIEW OF OPERATIONS
Comments on the operations of the Group, the results
of those operations, the Company’s business strategies
and its prospects for future years are set out on pages 2
to 3. Details of the financial position of the Company are
contained on page 24 of this report.
SIGNIFICANT CHANGES IN THE STATE
OF AFFAIRS AND MATTERS SUBSEQUENT
TO THE END OF THE FINANCIAL YEAR
There has been no matter or circumstance that has arisen
after the reporting date that has significantly affected or
may significantly affect:
(i) the operations of the Group in future financial years, or
(ii) the results of those operations in future financial years, or
(iii) the state of affairs of the Group in future financial years.
LIKELY DEVELOPMENTS AND EXPECTED
RESULTS OF OPERATIONS
Other than as set out in the Review of Operations above,
further information on business strategies and the future
prospects of the Group has not been included in this
report because the Directors believe that it would be
likely to result in unreasonable prejudice to the Group.
The Group’s principal activity is investment in a
combined 25.05% equity interest in TPG. TPG is subject
to environmental regulations under the Commonwealth
and State legislation and the requirements of the
Telecommunications Act, 1997. Information in respect of
how TPG meets its obligations under the current legislation
is available on TPG’s website (www.tpgtelecom.com.au).
DIVIDENDS
There are no dividends/distributions declared or paid
and there are no dividend/distribution reinvestment
plans existing during or subsequent to the year ended
31 December 2023 to the date of this report.
DIRECTORS
The following persons were Directors of HTAL during the
whole of the year ended 31 December 2023 and up to
the date of this report, unless otherwise stated:
FOK Kin Ning, Canning (resigned effective on and from
28 December 2023 and accordingly LAI Kai Ming, Dominic
ceased to act as Alternate Director to FOK Kin Ning, Canning)
Frank John SIXT, also alternate to LAI Kai Ming, Dominic
Barry ROBERTS-THOMSON
Melissa ANASTASIOU
Susan Mo Fong CHOW, also known as WOO Mo Fong,
Susan (alias CHOW WOO Mo Fong, Susan)
Justin Herbert GARDENER
LAI Kai Ming, Dominic, also alternate to Frank John SIXT
John Michael SCANLON
WOO Chiu Man, Cliff
Steven Paul ALLEN (appointed effective on and from
12 January 2024)
Further information on the Directors is set out on
pages 4 and 5.
1
HTAL’s 25.05% ownership interest in TPG comprises 11.14% interest directly held by Hutchison 3G Australia Holdings Pty Limited
(“H3GAH”), a wholly owned subsidiary of HTAL, and an attributed 13.91% interest indirectly held by H3GAH through Vodafone
Hutchison (Australia) Holdings Limited (“VHAH”), a company domiciled in the United Kingdom in which H3GAH has a 50%
shareholding. VHAH has a direct 27.82% interest in TPG.
Hutchison Telecommunications (Australia) Limited 13
Director
Other Responsibilities
Fok Kin Ning, Canning^
–
Frank John Sixt^^
Chairman,
Chairman of Governance, Nomination & Compensation Committee
Barry Roberts-Thomson
Deputy Chairman
Melissa Anastasiou
Susan Mo Fong Chow
Justin Herbert Gardener
Lai Kai Ming, Dominic
–
–
Chairman of Audit & Risk Committee,
Member of Governance, Nomination & Compensation Committee
Member of Audit & Risk Committee,
Member of Governance, Nomination & Compensation Committee
John Michael Scanlon
Member of Audit & Risk Committee
Woo Chiu Man, Cliff
Steven Paul Allen^^^
–
–
^
Resigned as Director and Chairman, and ceased to be a member and chairman of the Governance, Nomination & Compensation
Committee both effective on and from 28 December 2023.
^^
Appointed as Chairman in place of Mr Fok Kin Ning, Canning and appointed as a member and chairman of the Governance,
Nomination & Compensation Committee both effective on and from 28 December 2023.
^^^ Appointed as Director effective on and from 12 January 2024.
MEETINGS OF DIRECTORS
The number of meetings of HTAL’s Board of Directors and each of the Board committees held during the year ended
31 December 2023 and the number of meetings attended by each Director were:
Board
Meetings
held during
the year
Board
Meetings
attended as
Director
Audit & Risk
Committee
Meetings
held during
the year
Audit & Risk
Committee
Meetings
attended
as Member
of the
Committee
Governance,
Nomination &
Compensation
Committee
Meetings held
during the year
Governance,
Nomination &
Compensation
Committee
Meetings
attended as
Member of the
Committee
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
3
4
N/A
N/A
N/A
N/A
N/A
4
4
4
N/A
N/A
N/A
N/A
N/A
4
4
4
N/A
N/A
Nil
Nil
N/A
N/A
N/A
Nil
Nil
N/A
N/A
Nil
Nil
N/A
N/A
N/A
Nil
Nil
N/A
N/A
Director
Fok Kin Ning, Canning^
Frank John Sixt^^
Barry Roberts-Thomson
Melissa Anastasiou
Susan Mo Fong Chow
Justin Herbert Gardener
Lai Kai Ming, Dominic
John Michael Scanlon
Woo Chiu Man, Cliff
^
Mr Lai Kai Ming, Dominic attended two Board meetings as Alternate Director to Mr Fok Kin Ning, Canning. Mr Fok Kin Ning, Canning
resigned as Director and Chairman, and ceased to be a member and chairman of the Governance, Nomination & Compensation
Committee both effective on and from 28 December 2023.
^^
Mr Lai Kai Ming, Dominic attended one Board meeting as Alternate Director to Mr Frank John Sixt. Mr Frank John Sixt was appointed
as a member and chairman of the Governance, Nomination & Compensation Committee effective on and from 28 December 2023.
No meeting of the Governance, Nomination & Compensation Committee was held during the year as any matters that
arose for possible consideration by the Committee were dealt with by the full Board.
Annual Report 2023 14
DI R EC TO RS’ R E P O RT CO NTI N U ED
RETIREMENT, ELECTION AND
CONTINUATION IN OFFICE OF DIRECTORS
Swapna KESKAR
MCom., LLB, FGIA, FCIS, FCS, GAICD
Mr Steven Paul Allen is a Director who was appointed as
a Director to fill the casual vacancy and retires from office
in accordance with the Constitution who, being eligible,
offers himself for re-election.
Mr Justin Herbert Gardener is a Director retiring by rotation
in accordance with the Constitution who, being eligible,
offers himself for re-election.
Mr John Michael Scanlon is a Director retiring by rotation
in accordance with the Constitution who, being eligible,
offers himself for re-election.
Swapna Keskar has been one of the Company Secretaries
of the Company since 3 December 2020. She has extensive
experience in providing company secretarial, governance
consulting and corporate administration services to clients,
including a large number of ASX companies, across a
range of different industries, including financial services,
retail, resources and energy. Ms Keskar is a Graduate
of the Australian Institute of Company Directors and a
Fellow member of the Governance Institute of Australia,
The Chartered Governance Institute and the Institute of
Company Secretaries of India.
COMPANY SECRETARIES
Edith SHIH
BSE, MA, MA, EdM, Solicitor, FCG(CS, CGP),
HKFCG(CS, CGP)(PE)
Edith Shih has been one of the Company Secretaries of the
Company since 1999. She has over 40 years of experience
in the legal, regulatory, corporate finance, compliance
and corporate governance fields. Ms Shih is an executive
director and company secretary of CK Hutchison Holdings
Limited (“CKHH”). She has been with the Cheung Kong
(Holdings) Limited group since 1989 and with Hutchison
Whampoa Limited (“HWL”) since 1991. Both Cheung Kong
(Holdings) Limited and HWL were formerly listed on The
Stock Exchange of Hong Kong Limited and became wholly
owned subsidiaries of CKHH in 2015. She has acted in
various capacities within the HWL group, including head
group general counsel and company secretary of HWL
and director and company secretary of HWL subsidiaries
and associated companies. Ms Shih is a non-executive
director of Hutchison Telecommunications Hong Kong
Holdings Limited (“HTHKH”), HUTCHMED (China) Limited
and Hutchison Port Holdings Management Pte. Limited
as the trustee-manager of Hutchison Port Holdings Trust,
as well as a commissioner of PT Duta Intidaya Tbk. The
aforementioned companies are either the ultimate holding
company of HTAL, or subsidiaries or associated companies
of CKHH of which Ms Shih has oversight as director of
CKHH. Ms Shih is a past International President and current
member of the Council of The Chartered Governance
Institute (“CGI”) as well as a past President and current
Honorary Adviser of The Hong Kong Chartered Governance
Institute (“HKCGI”). She is also a current member and the
past chairperson of the Nomination Committee of HKCGI.
Further, she is also a member of the Hong Kong-Europe
Business Council. Ms Shih is a solicitor qualified in England
and Wales, Hong Kong and Victoria, Australia and a Fellow
of both CGI and HKCGI, holding Chartered Secretary and
Chartered Governance Professional dual designations.
She holds a Bachelor of Science degree, Master of Arts
degrees and a Master of Education degree.
NON-AUDIT SERVICES
HTAL may engage the auditor, PricewaterhouseCoopers,
on assignments additional to their statutory audit duties
where the auditor’s expertise and experience with the
Company are important.
The Board of Directors, in accordance with the advice
received from the Audit & Risk Committee, is satisfied
that the provision of the non-audit services is compatible
with the general standard of independence for auditors
imposed by the Corporations Act 2001 (Cth). The Directors
are satisfied that the provision of non-audit services by
the auditor did not compromise the auditor independence
requirements of the Corporations Act 2001 (Cth) for the
following reasons:
all non-audit services have been reviewed by the Audit
& Risk Committee to ensure they do not impact the
integrity and objectivity of the auditor; and
none of the services undermine the general principles
relating to auditor independence as set out in
APES 110 Code of Ethics for Professional Accountants
(including Independence Standards), including
reviewing or auditing the auditor’s own work, acting
in a management or a decision-making capacity for
the Company, acting as advocate for the Company or
jointly sharing economic risk and rewards.
Details of the amounts paid to PricewaterhouseCoopers for
audit and non-audit services provided during the year are
set out in Note 8, Remuneration of auditors, on page 34 of
the financial report.
AUDITOR’S INDEPENDENCE
DECLARATION
A copy of the auditor’s independence declaration as
required under section 307C of the Corporations Act 2001
(Cth) is set out on page 20.
Hutchison Telecommunications (Australia) Limited 15
CORPORATE GOVERNANCE
ROUNDING OF AMOUNTS
The Group is of a kind referred to in ASIC Legislative
Instrument 2016/191, relating to the ‘rounding off’ of
amounts in the directors’ report and financial report.
Amounts in the directors’ report and financial report have
been rounded off to the nearest thousand dollars, or in
certain cases unless otherwise indicated, the nearest
dollar or cent, in accordance with the instrument.
AUDITOR
PricewaterhouseCoopers continues in office in accordance
with section 327B of the Corporations Act 2001 (Cth).
HTAL is committed to conduct the business with the highest
standards of business ethics and adhering to the legal and
regulatory obligations. The Board of Directors has put in
place formal guidelines representing the Board’s policy
on best practice corporate governance. These guidelines
outline the composition and responsibilities of the Board
and Board committees, and the Company’s policies
relating to, inter alia, continuous disclosure, shareholder
communications, share dealing policy and corporate code of
conduct. Refer to www.hutchison.com.au/about-hutchison/
corporate-governance/ for further details.
DIRECTORS’ AND OFFICERS’ LIABILITY
INSURANCE
During the financial year, CKHH paid a premium to insure
the current and former Directors and officers of the Group
against loss or liability arising out of a claim for a wrongful
act taken as part of their duties, including any costs,
charges and expenses that may be incurred in defending
any actions, suits, proceedings or claims. This does not
include such liabilities that arise from conduct involving
a wilful breach of duty by the officer or the improper
use by the officers of their position to gain advantage
for themselves or someone else or to cause detriment
to the Company.
INDEMNITY OF AUDITORS
HTAL has agreed to reimburse their auditors,
PricewaterhouseCoopers, for any liability
(including reasonable legal costs) incurred by
PricewaterhouseCoopers in connection with any claim by a
third party arising from the Company’s breach of the audit
agreement between HTAL and PricewaterhouseCoopers.
The reimbursement obligation is subject to restrictions
contained in the Corporations Act 2001 (Cth). No payment
has been made to indemnify the auditors during or since
the end of the financial year.
PROCEEDINGS ON BEHALF OF HTAL
No person has applied to the Court under section 237
of the Corporations Act 2001 (Cth) for leave to bring
proceedings on behalf of HTAL, or to intervene in any
proceedings to which HTAL is a party, for the purpose of
taking responsibility on behalf of HTAL for all or part of
those proceedings.
No proceedings have been brought or intervened in on
behalf of HTAL with leave of the Court under section 237
of the Corporations Act 2001 (Cth).
Annual Report 2023 16
DI R EC TO RS’ R E P O RT CO NTI N U ED
REMUNERATION REPORT
As at 31 December 2023, the Company had one employee who is not ‘key management personnel’. As at the date of this
report, the Company does not have any employees who are ‘key management personnel’. This report does not include any
information relating to the employees or employment practices of TPG as it is not a subsidiary of the Company.
Up to 28 December 2023, Mr Frank John Sixt was the person directly responsible to the Board in respect of carrying out
the Chief Executive function and Chief Financial Officer function pursuant to section 295A of the Corporations Act 2001
(Cth), however Mr Frank John Sixt was not formally appointed to either role. He was not remunerated in the year ended
31 December 2023 for this responsibility.
Following his appointment as a director effective on and from 12 January 2024, Mr Steven Paul Allen has been tasked with
the responsibility of carrying out the Chief Executive function and Chief Financial Officer function pursuant to section
295A of the Corporations Act 2001 (Cth), however, Mr Steven Paul Allen is not formally appointed to either role.
The compensation philosophy and policies referred to remain in place notwithstanding their currently limited application.
Compensation philosophy and practice
The Governance, Nomination & Compensation Committee is responsible for making recommendations to the Board
on compensation policies and packages for all staff, including Board members. The Company’s compensation policy is
designed to ensure that remuneration strategies are competitive, innovative, support the business objectives and reflect
company performance. The Company’s performance is measured according to the achievement of key financial and
non-financial measures as approved by the Board, and key management personnel’s remuneration packages (other than
Directors) would be directly linked to these measures. The Group has been committed to ensuring it has compensation
arrangements which would reflect individual performance, overall contribution to the Company’s performance
and developments in the external market. Written service agreements setting out remuneration and other terms of
employment would be required for key management personnel.
Principles used to determine the nature and amount of remuneration
The Company’s compensation policy is designed to ensure that remuneration strategies are competitive, innovative
and support the business objectives while reflecting individual performance, overall contribution to the business
and developments in the external market. Remuneration packages would generally involve a balance between fixed
and performance-based components, the latter being assessed against objectives which include both company and
job specific financial and non-financial measures. These measures at the financial level directly relate to the key
management’s contribution to meeting or exceeding the Company’s statement of comprehensive income and statement
of financial position targets. At the non-financial level, the measures would reflect the contribution to achieving a range
of key performance indicators as well as building a high-performance company culture. The performance conditions are
chosen to reflect an appropriate balance between achieving financial targets and building a business and organisation
to be sustainable for the long term.
Directors’ fees
The remuneration of the non-executive and independent Directors, Mr Justin Herbert Gardener and Mr John Michael
Scanlon, comprised a fixed amount only and was not performance based. The non-executive and non-independent
Directors, Mr Fok Kin Ning, Canning (resigned effective on and from 28 December 2023), Mr Barry Roberts-Thomson,
Ms Melissa Anastasiou, Mrs Susan Mo Fong Chow, Mr Lai Kai Ming, Dominic and Mr Woo Chiu Man, Cliff did not receive
any remuneration for their services as Directors of the Company. Mr Frank John Sixt, who was considered as an executive
Director up to 28 December 2023 also did not receive any remuneration for such service, neither does he receive any
remuneration as a non-executive Director of the Company. Mr Steven Paul Allen, who was appointed as a Director of the
Company effective on and from 12 January 2024 is considered as an executive Director, and also does not receive any
remuneration for such service.
Retirement allowances for Directors
No retirement allowances are payable to non-executive and executive Directors.
Key management personnel
The Directors of HTAL are the key management personnel (“KMP”) of HTAL having the authority and responsibility
for planning, directing and managing activities for the year from 1 January 2023 to 31 December 2023.
The Directors are not separately remunerated by the Company for their services as KMP of HTAL.
Hutchison Telecommunications (Australia) Limited 17
Details of remuneration
Details of the remuneration of each Director of HTAL including their personally-related entities, are set out in the
following tables.
Directors of HTAL
2023
Name
Fok Kin Ning, Canning^
Frank John Sixt
Barry Roberts-Thomson
Melissa Anastasiou
Susan Mo Fong Chow
Justin Herbert Gardener
Lai Kai Ming, Dominic
John Michael Scanlon
Woo Chiu Man, Cliff
Total
SHORT-TERM BENEFITS
POST-
EMPLOYMENT
BENEFITS
SHARE-
BASED
PAYMENTS
Cash salary
and fees
$
Cash
bonus
$
Non-
monetary
benefits
$
Super-
annuation
$
Options
$
Total
$
–
–
–
–
–
50,000
–
50,000
–
100,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
5,375
–
5,375
–
10,750
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
55,375
–
55,375
–
110,750
^
Resigned as Director and Chairman effective on and from 28 December 2023.
2022
Name
Fok Kin Ning, Canning
Barry Roberts-Thomson
Melissa Anastasiou
Susan Mo Fong Chow
Justin Herbert Gardener
Lai Kai Ming, Dominic
John Michael Scanlon
Frank John Sixt
Woo Chiu Man, Cliff
Total
SHORT-TERM BENEFITS
POST-
EMPLOYMENT
BENEFITS
SHARE-
BASED
PAYMENTS
Cash salary
and fees
$
Cash
bonus
$
Non-
monetary
benefits
$
Super-
annuation
$
Options
$
Total
$
–
–
–
–
50,000
–
50,000
–
–
100,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
5,125
–
5,125
–
–
10,250
–
–
–
–
–
–
–
–
–
–
–
–
–
–
55,125
–
55,125
–
–
110,250
Annual Report 2023 18
DI R EC TO RS’ R E P O RT CO NTI N U ED
Statutory performance indicators
The below table shows measures of the Company’s financial performance over the last five years as required by the
Corporations Act 2001 (Cth).
(Loss)/profit for the year attributable to owners
of HTAL ($’000)
(124,046)
(398,378)
(21,677)
825,441
(154,870)
2023
2022
2021
2020
2019
Basic (loss)/earnings per share (cents)
(0.91)
(2.94)
Dividend payments ($’000)
Dividend payout ratio (%)
(Decrease)/increase in share price (%)
Total KMP incentives as a percentage of
(loss)/profit for the year (%)
–
N/A
(45)
–
N/A
(50)
(0.16)
–
N/A
(17)
6.08
–
N/A
21
(1.14)
–
N/A
9
(0.09)
(0.03)
(0.51)
0.01
(0.1)
No dividends were paid over the last five years. The dividend payout ratio, where applicable, will be calculated based on
dividends paid and profit/(loss) for the year.
Share-based compensation
No ordinary shares were issued on the exercise of options during the year to any of the Directors or former key
management personnel.
No Directors were issued options during the year or hold options over the ordinary shares of the Company. No options
were vested and exercisable at the end of the year.
Shareholdings
The number of shares in the Company held during the financial year by each Director, including their personally-related
entities, are set out below.
ORDINARY SHARES
Balance at the
start ofthe year
Received during
the year on the
exercise of options
Changes during
the year
Balance at the
end of the year
Directors of HTAL
Name
Fok Kin Ning, Canning^
Frank John Sixt
Barry Roberts-Thomson
Melissa Anastasiou
Susan Mo Fong Chow
5,100,000*
1,000,000
83,918,337**
–
–
Justin Herbert Gardener
1,957,358
Lai Kai Ming, Dominic
John Michael Scanlon
Woo Chiu Man, Cliff
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
5,100,000*
1,000,000
83,918,337**
–
–
1,957,358
–
–
–
^ Resigned as Director and Chairman effective on and from 28 December 2023.
*
Direct holding of 100,000 shares.
** Direct holding of 4,540 shares.
Notes:
Mr Fok Kin Ning, Canning holds a relevant interest in (i) 6,011,438 ordinary shares of CKHH, a related body corporate of HTAL; and
(ii) 1,202,380 ordinary shares of HTHKH, a related body corporate of HTAL. Shares held are known as at 28 December 2023.
Mr Frank John Sixt holds a relevant interest in (i) 166,800 ordinary shares of CKHH; and (ii) 255,000 ordinary shares of HTHKH.
Mrs Susan Mo Fong Chow holds a relevant interest in (i) 129,960 ordinary shares of CKHH; and (ii) 250,000 ordinary shares of HTHKH.
Mr Lai Kai Ming, Dominic holds a relevant interest in 34,200 ordinary shares of CKHH.
Mr Woo Chiu Man, Cliff holds a relevant interest in (i) 3,420 ordinary shares of CKHH; and (ii) 2,001,333 ordinary shares of HTHKH.
Hutchison Telecommunications (Australia) Limited 19
Shares under option
The Company has no share option scheme. No options were granted during the year ended 31 December 2023.
As at the date of this report, there were no unissued ordinary shares of HTAL under option.
Shares issued on the exercise of options
No ordinary shares of HTAL were issued during the year ended 31 December 2023 or up to the date of this report
on the exercise of options.
Loans to Directors and key management personnel
There were no loans made to the Directors of the Company, including their personally-related entities, during the years
ended 31 December 2023 and 31 December 2022.
Other transactions with Directors and key management personnel
There were no other transactions with Directors for the years ended 31 December 2023 or 31 December 2022.
The above Remuneration Report has been audited by PricewaterhouseCoopers.
This Directors’ report is made in accordance with a resolution of the Directors, in accordance with section 298(2)
of the Corporations Act 2001 (Cth).
Barry Roberts-Thomson
Deputy Chairman
26 February 2024
Justin Herbert Gardener
Director
26 February 2024
Annual Report 2023
20
AU D ITO R ’ S I N D E P E N D E N CE D ECL AR ATIO N
20
pwc
As lead auditor for the audit of Hutchison Telecommunications (Australia) Limited for the year ended
31 December 2023, I declare that to the best of my knowledge and belief, there have been:
(a)
(b)
no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Hutchison Telecommunications (Australia) Limited and the entity it
controlled during the period.
ner
PricewaterhouseCoopers
Sydney
26 February 2024
Auditor's Independence Declaration
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001
T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124
T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
Hutchison Telecommunications (Australia) Limited 21
FI NAN CIAL R E P O R T
for the year ended 31 December 2023
These financial statements cover the consolidated
financial statements for the group consisting of Hutchison
Telecommunications (Australia) Limited (“HTAL”) and its
controlled entity. The financial statements are presented
in Australian dollars.
HTAL is a company limited by shares, incorporated and
domiciled in Australia. Its registered office and principal
place of business is:
Level 27, Tower Two, International Towers Sydney,
200 Barangaroo Avenue, Barangaroo, NSW 2000
The financial statements were authorised for issue by the
Directors on 26 February 2024. The Company has the
power to amend and reissue the financial statements.
Annual Report 2023 22
FI NAN CIAL R E P O R T
for the year ended 31 December 2023
CONTENTS
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Note 1 Summary of material accounting policies
Note 2 Revenue
Note 3 Operating expenses
Note 4 Impairment of investment accounted for using the equity method
Note 5 Income tax
Note 6 Loss per share
Note 7 Director compensation
Note 8 Remuneration of auditors
Note 9 Current assets – Cash and cash equivalents
Note 10 Non-current assets – Investment accounted for using the equity method
Note 11 Controlled entity
Note 12 Current liabilities – Payables
Note 13 Current liabilities – Other financial liabilities
Note 14 Contributed equity
Note 15 Reserves and accumulated losses
Note 16 Reconciliation of loss after income tax to net cash inflows from operating activities
Note 17 Contingencies
Note 18 Commitments
Note 19 Related party transactions
Note 20 Deed of cross guarantee
Note 21 Segment reporting
Note 22 Financial risk management
Note 23 Events occurring after the reporting date
Note 24 Parent entity disclosures
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Corporate Directory
23
24
25
26
27
27
32
32
32
33
33
34
34
34
35
39
39
39
40
41
43
44
44
44
45
47
47
49
50
52
53
59
61
Hutchison Telecommunications (Australia) Limited 23
CO N SO LI DATE D STATE M E NT O F P RO FIT O R
LOSS AN D OTH E R CO M P R E H E N S IVE I N CO M E
For the year ended 31 December 2023
Revenue
Operating expenses
Impairment loss on equity-accounted investments
Share of net (loss)/profit of equity-accounted investments, net of tax
Loss before income tax
Income tax expense
Loss for the year
Other comprehensive income
Items that will not be reclassified to profit or loss
Items that may be reclassified to profit or loss
Net gain on cash flow hedges taken to equity (share of equity-accounted
investments)
Tax relating to items that may be reclassified to profit or loss
Other comprehensive income for the year, net of tax
Notes
2
3
4
10
5
10
2023
$’000
857
2022
$’000
194
(1,842)
(1,676)
–
(444,617)
(123,061)
47,721
(124,046)
(398,378)
–
–
(124,046)
(398,378)
–
–
644
–
644
636
–
636
Total comprehensive loss for the year attributable to members of the Company
(123,402)
(397,742)
Loss per share for loss attributable to members of the Company
Notes
Cents
Basic loss per share
Diluted loss per share
6
6
(0.91)
(0.91)
Cents
(2.94)
(2.94)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes.
Annual Report 2023 24
CO N SO LI DATE D STATE M E NT O F FI NAN CIAL
P OS ITIO N
As at 31 December 2023
ASSETS
Current assets
Cash and cash equivalents
Other receivables
Prepayments
Total current assets
Non-current assets
Notes
2023
$’000
2022
$’000
9
37,194
5,808
150
40
117
45
37,384
5,970
Investment accounted for using the equity method
10
179,916
339,680
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Payables
Other financial liabilities
Total current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Accumulated losses
Total equity
179,916
339,680
217,300
345,650
1,334
–
1,334
1,334
853
5,359
6,212
6,212
215,966
339,438
4,204,488
4,204,488
70,079
69,505
(4,058,601)
(3,934,555)
215,966
339,438
12
13
14
15
15
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Hutchison Telecommunications (Australia) Limited
25
CO N SO LI DATE D STATE M E NT O F CHAN G E S
I N EQ U IT Y
For the year ended 31 December 2023
ATTRIBUTABLE TO MEMBERS OF THE COMPANY
RESERVES
Contributed
equity
$’000
Capital
redemption
reserve1
$’000
Cash flow
hedging
reserve1
$’000
Share-based
payments
Accumulated
reserve1
$’000
losses2
$’000
Total
equity
$’000
Balance at 1 January 2022
4,204,488
54,887
(183)
16,562
(3,536,177)
739,577
Loss for the year
Other comprehensive income:
Net gain on cashflow hedges
(share of equity-accounted
investments)
Tax relating to components of
other comprehensive income
Total comprehensive income
for the year
Share-based payment reserve (share
of equity-accounted investments),
net of tax
Treasury share reserve (share of
equity-accounted investments),
net of tax
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(398,378)
(398,378)
636
–
636
–
–
–
–
–
–
–
636
–
(398,378)
(397,742)
1,163
(3,560)
–
–
1,163
(3,560)
Balance at 31 December 2022
4,204,488
54,887
453
14,165
(3,934,555)
339,438
Balance at 1 January 2023
4,204,488
54,887
Loss for the year
Other comprehensive income:
Net gain on cashflow hedges
(share of equity-accounted
investments)
Tax relating to components of
other comprehensive income
Total comprehensive income
for the year
Share-based payment reserve (share
of equity-accounted investments),
net of tax
Treasury share reserve (share of
equity-accounted investments),
net of tax
–
–
–
–
–
–
–
–
–
–
–
–
453
–
644
–
644
–
–
14,165
(3,934,555)
339,438
–
(124,046)
(124,046)
–
–
–
–
–
644
–
(124,046)
(123,402)
1,576
(1,646)
–
–
1,576
(1,646)
Balance at 31 December 2023
4,204,488
54,887
1,097
14,095
(4,058,601)
215,966
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
1
2
See note 15 (a) and (c).
See note 15 (b).
Annual Report 2023 26
CO N SO LI DATE D STATE M E NT O F CA S H FLOWS
For the year ended 31 December 2023
Cash flows from operating activities
Payments to suppliers and employees (inclusive of GST)
Interest received
Dividends from investment accounted for using the equity method
Net cash inflows from operating activities
Cash flows from investing activities
Net cash inflows from investing activities
Cash flows from financing activities
Repayment of borrowings – entity within the CKHH group
Net cash outflows from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
Notes
2023
$’000
2022
$’000
(1,277)
(1,407)
745
37,277
36,745
194
36,241
35,028
10
16
–
–
13
(5,359)
(32,957)
(5,359)
(32,957)
31,386
5,808
37,194
2,071
3,737
5,808
9
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Hutchison Telecommunications (Australia) Limited N OTE S TO TH E FI NAN CIAL STATE M E NTS
27
NOTE 1 – SUMMARY OF MATERIAL
(iii) Associates
ACCOUNTING POLICIES
(a) Reporting entity
Hutchison Telecommunications (Australia) Limited
(“HTAL” or the “Company”) is a company limited by
shares incorporated in Australia whose shares are publicly
traded on the Australian Securities Exchange (“ASX”).
A description of the nature of the operations and principal
activities of the Company and its controlled entity
(together the “Group”) is included in the Directors’ report
on pages 12 to 19.
These consolidated financial statements were authorised for
issue by the Board on the 26 February 2024. The Company
has the power to amend and reissue the financial statements.
(b) Basis of preparation
These general-purpose financial statements have been
prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian
Accounting Standards Board (“AASB”) and the
Corporations Act 2001 (Cth). For the purposes of preparing
the financial statements, the Company is a for-profit entity.
Disclosures in relation to the parent entity financial
statements required under paragraph 295(3)(a) of the
Corporations Act 2001 (Cth) are included in Note 24.
These financial statements have been prepared under
the historical cost convention. Unless otherwise stated,
the accounting policies adopted have been consistently
applied to all the years presented. Comparative figures
have been adjusted to conform to the presentation of these
financial statements and notes for the current financial
year, where required, to enhance comparability.
The consolidated financial statements have been prepared
on a going concern basis.
(c) Principles of consolidation
(i) Subsidiaries
A subsidiary is an entity over which the Group has control.
The Group controls an entity when the Group is exposed,
or has rights, to variable returns from its involvement
with the entity and has the ability to affect those returns
through its power over the entity.
(ii) Joint arrangements
A joint arrangement is an arrangement of which two or
more parties have joint control and over which none of
the participating parties has unilateral control.
Joint ventures arise where the investors have rights to
the net assets of the arrangement. Joint ventures are
accounted for under the equity method, after initially
being recognised at cost in the consolidated statement
of financial position (Refer to Note 10 for further details).
Associates are all entities over which the Group has
significant influence but not control or joint control. This
is generally the case where the Group holds between 20%
and 50% of the voting rights directly or indirectly. Where the
Group holds less than 20% of the voting rights of an investee,
representation on the board of directors or equivalent
governing body of the investee and participation in the
investee’s policy making processes, including participation
in decisions about dividends or other distributions, are
also considered when determining whether the Group has
significant influence. Investments in associates are accounted
for under the equity method after initially being recognised
at cost in the consolidated statement of financial position.
(Refer to Note 10 for further details).
(iv) Equity method
Under the equity method of accounting, the investments
are initially recognised at cost and adjusted thereafter to
recognise the Group’s share of the post-acquisition profits or
losses of the investee in profit or loss, and the Group’s share
of movements in other comprehensive income of the investee
in other comprehensive income. Dividends received or
receivable from joint ventures and associates are recognised
as a reduction in the carrying amount of the investment.
When the Group’s share of losses in an equity-accounted
investment equals or exceeds its interest in the entity,
including any other unsecured long-term receivables, the
Group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the other entity.
On acquisition of the equity-accounted investment, any
excess of the cost of the investment over the Group’s
share of the net fair value of the identifiable assets and
liabilities of the investee is recognised as goodwill, which
is included within the carrying amount of the investment.
Any excess of the Group’s share of the net fair value
of the identifiable assets and liabilities over the cost
of the investment, after reassessment, is recognised
immediately in the consolidated statement of profit or loss
and other comprehensive income in the period in which
the investment is acquired.
If an investment in an associate becomes an investment in
a joint venture or an investment in a joint venture becomes
an investment in an associate, the Group continues to apply
the equity method of accounting and does not remeasure
the retained interest.
Accounting policies and estimates of equity-accounted
investees have been adjusted where necessary to ensure
consistency with the policies adopted by the Group.
When there is a decrease in the ownership percentage
of an investment, this will give rise to a deemed disposal
of the investment. A gain or loss on the deemed disposal
should be recognised in profit or loss upon completion of
the dilution/deemed disposal.
The dilution gain or loss is calculated by comparing
the difference between the carrying amount of interest
deemed to be disposed of (i.e. change in ownership %) to
the fair value of the interest deemed to be received, plus
amounts reclassified from other comprehensive income.
Annual Report 2023 28
N OTE S TO TH E FI NAN CIAL STATE M E NTS
CO NTI N U ED
NOTE 1 – SUMMARY OF MATERIAL
ACCOUNTING POLICIES
CONTINUED
(d) Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the
Group’s subsidiaries are measured using the currency of
the primary economic environment in which the entity
operates (‘the functional currency’). The consolidated
financial statements are presented in Australian dollars,
which is HTAL’s functional and presentation currency.
(e) Revenue recognition
Interest income
Revenue represents interest income, which is recognised
using the effective interest method.
(f) Income tax
The current tax payable or recoverable is based on taxable
profit for the year. Taxable profit differs from profit as
reported in the statement of profit or loss and other
comprehensive income because some items of income
or expense are taxable or deductible in different years or
may never be taxable or deductible. The Group’s liability
for current tax is calculated using Australian tax rates (and
laws) that have been enacted or substantively enacted by
the statement of financial position date.
Deferred income tax is provided in full, using the liability
method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts
in the consolidated financial statements.
Deferred tax liabilities are generally recognised for all
taxable temporary differences, and deferred tax assets are
recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are
not recognised if the temporary difference arises from
goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax assets are recognised for deductible
temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to
utilise those temporary differences and losses.
Deferred tax liabilities are recognised for taxable
temporary differences arising on investments in
subsidiaries and associates, and interests in joint ventures,
except where the associated entity is able to control the
reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed
at each statement of financial position date and reduced
to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the
asset to be recovered.
Deferred tax is calculated at the tax rates that are expected
to apply in the period when the liability is settled, or the
asset realised, based on tax rates (and laws) that have
been enacted or substantively enacted by the statement
of financial position date.
Deferred tax assets and liabilities are offset when there is
a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the
same taxation authority. Current tax assets and tax liabilities
are offset where the entity has a legally enforceable right to
offset and intends either to settle on a net basis, or to realise
the asset and settle the liability simultaneously.
Tax is charged or credited to the statement of profit or loss
and other comprehensive income, except when it relates to
items charged or credited directly to equity, in which case
the tax is also recognised directly in equity.
HTAL and its wholly owned Australian subsidiary have not
implemented the tax consolidation legislation.
(g) Impairment of assets
Equity-accounted investments are tested for impairment
annually or when there is an indication that it may be
impaired. The requirements to test for impairment are
applied to the net investment in the equity-accounted
investee. Fair value adjustments and goodwill recognised
on acquisitions of equity-accounted investees are
not recognised separately. The guidance in AASB 128
Investments in Associates and Joint Ventures is used
to determine whether it is necessary to perform an
impairment test for investments in equity-accounted
investees. If there is an indication of impairment, then the
impairment test applied follows the principles in AASB 136
Impairment of Assets.
Other assets are tested for impairment whenever there
is any indication that the carrying value of these assets
may not be recoverable. If any such indication exists, the
recoverable amount of the asset is estimated to determine
the extent of the impairment loss, if any. The recoverable
amount is the higher of an asset’s fair value less costs to
dispose and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash inflows which
are largely independent of the cash inflows from other
assets or groups of assets (cash-generating units).
An impairment loss is recognised for the amount by which
the asset’s carrying amount exceeds its recoverable amount.
Impairment losses are recognised in the consolidated
statement of profit or loss and other comprehensive
income unless an asset has previously been revalued, in
which case the impairment loss is recognised as a reversal
to the extent of that previous revaluation with any excess
recognised through profit or loss. Non-financial assets
other than goodwill that have suffered an impairment are
reviewed for possible reversal of the impairment at the end
of each reporting period or when there is an indication that
the impairment loss may no longer exist. An impairment
loss is reversed only to the extent that the asset’s carrying
amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortisation,
if no impairment loss had been recognised.
Hutchison Telecommunications (Australia) Limited 29
(h) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and
demand deposits, and other short-term highly liquid
investments that are readily convertible to cash and are
subject to an insignificant risk of changes in value.
(m) Borrowings
Borrowings are initially recognised at fair value. Borrowings
are subsequently measured at amortised cost. Transaction
costs associated with the borrowings are capitalised and
amortised over the term of the debt.
(i) Other receivables
Other receivables are initially recognised at fair value
and subsequently at amortised cost, collectability is then
reviewed on an ongoing basis.
(j) Derivative financial instruments and
hedging activities
Derivative financial instruments are utilised by the Group
in the management of its foreign currency and interest rate
exposures. The Group’s policy is not to utilise derivative
financial instruments for trading or speculative purposes.
Derivatives are initially recognised at fair value on the
date a derivative contract is entered and are subsequently
remeasured to fair value at each reporting date. The
accounting for subsequent changes in fair value depends on
whether the derivative is designated as a hedging instrument.
The full fair value of a hedging derivative is classified as a
non-current asset or liability when the remaining maturity
of the hedged items is more than 12 months; it is classified
as a current asset or liability when the remaining maturity
of the hedged item is less than 12 months.
As at 31 December 2023, the Group has not engaged in any
hedging activities and only equity accounts for the share of
the fair value changes of the cash flow hedge from the TPG
Telecom Limited (“TPG”) equity-accounted investment.
(k) Goodwill
Goodwill as part of equity-accounted investments is initially
measured as the excess of the sum of the consideration
transferred, the amount of any non-controlling interests in
the acquiree, and the fair value of the acquirer’s previously
held equity interest in the acquiree (if any) over the fair
value of the net identifiable assets acquired and the liabilities
assumed. If, after reassessment, the Group’s interest in the
fair value of the acquiree’s identifiable net assets exceeds
the sum of the consideration transferred, the amount of
any non-controlling interests in the acquiree’s and the fair
value of the acquirer’s previously held equity interest in
the acquiree (if any), the excess is recognised immediately
in the consolidated statement of profit or loss and other
comprehensive income as a bargain purchase gain.
Goodwill on acquisitions of associates/joint ventures is not
recognised separately and is included in the net investments
in the equity-accounted investee which is tested for
impairment annually or when there is an indication that
it may be impaired.
(l) Payables
These amounts represent liabilities for goods and services
provided to the Group prior to the end of the financial period
and which are unpaid. The amounts are unsecured and are
usually paid or payable within 30 days of recognition.
Borrowings are classified as current liabilities unless the
Group has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting period.
(n) Contributed equity
Ordinary shares are classified as equity. Refer to Note 14 for
further information.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
(o) Earnings/(loss) per share
(i) Basic earnings/(loss) per share
Basic earnings/(loss) per share is calculated by dividing:
the profit or loss attributable to members of the
Company; and
by the weighted average number of ordinary shares
outstanding during the financial year.
(ii) Diluted earnings/(loss) per share
Diluted earnings/(loss) per share adjusts the figures used
in the determination of basic earnings/(loss) per share
to consider:
the after-income tax effect of interest and other
financing costs associated with dilutive potential
ordinary shares; and
the weighted average number of additional ordinary
shares that would have been outstanding assuming
the conversion of all dilutive potential ordinary shares.
(p) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the
amount of associated GST, unless the GST incurred is not
recoverable from the taxation authority. In this case it is
recognised as part of the cost of the acquisition of the
asset or as part of the expense.
Receivables and payables are stated inclusive of the
amount of GST receivable or payable. The net amount of
GST recoverable from, or payable to, the taxation authority
is included within other receivables or payables in the
consolidated statement of financial position.
Cash flows are presented on a gross basis. The GST
components of cash flows arising from investing or financing
activities which are recoverable from, or payable to the
taxation authority, are presented as operating cash flows.
Annual Report 2023 30
N OTE S TO TH E FI NAN CIAL STATE M E NTS
CO NTI N U ED
NOTE 1 – SUMMARY OF MATERIAL
ACCOUNTING POLICIES
CONTINUED
(q) Segment reporting
An operating segment is a component of an entity that
engages in business activities from which it may earn
revenues and incur expenses, whose operating results are
regularly reviewed by the entity’s chief operating decision
maker to make decisions about resources to be allocated
to the segment and assess its performance and for which
discrete financial information is available.
Operating segments have been identified based on the
information provided to the chief operating decision
maker. Operating segments that meet the quantitative
criteria as prescribed by AASB 8 Operating Segments
are reported separately. Refer to Note 21 for details of
the Group’s operating segment, being investment in
telecommunication services.
(r) Critical accounting estimates and judgements
The preparation of financial statements often requires
the exercise of judgements to select specific accounting
methods and policies from several acceptable alternatives.
Furthermore, significant estimates and judgements
concerning the future may be required in applying those
methods and policies in the financial statements. In
preparing the annual financial report, the Group has made
accounting related estimates based on assumptions about
current and, for some estimates, future economic and
market conditions.
Our accounting estimates and assumptions may change
over time in response to how market conditions develop.
In addition, actual results could differ significantly from
those estimates and assumptions. Uncertainty about these
judgements, assumptions and estimates could result in
outcomes that require a material adjustment to the carrying
amount of assets or liabilities affected and the amount and
timing of results of operations, cash flows and disclosures
in future periods.
(i) Impairment assessment on investments in
equity-accounted investments
In accordance with the Group’s accounting policy, the
investments in controlled entity and equity-accounted
investments are tested for impairment annually and
whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable.
The recoverable amount of the Company’s investment
in controlled entity, and the recoverable amount of the
Group’s equity-accounted investments are determined
as the higher of the fair value less cost of disposal
(“FVLCOD”) or value in use methodology. Fair value is
derived, when available and appropriate, from quoted
share price of the business or comparable businesses,
historically completed transactions of comparable
businesses or metrics of publicly traded companies or
market observable pricing multiples of similar businesses,
and possible significant influence premiums.
The value in use calculation is based on a discounted cash
flow (“DCF”) model which is sensitive to the discount rate
used for the DCF model as well as the expected future
cash flows from dividend and the long-term dividend
growth rate. As TPG is listed on the ASX, TPG’s share
price at 31 December 2023 provides a basis for estimating
the FVLCOD. This approach has been used to assess
the recoverable amount of the investment in TPG in the
current year impairment assessment. These calculations
require the use of estimates and assumptions in terms of
the share-price used as part of the determination of the
FVLCOD, and as the resulting recoverable amount is in
excess of the carrying amount, no impairment has been
deemed necessary for the year.
(ii) Recovery of deferred tax assets
Deferred tax assets are recognised for unused tax losses
and deductible temporary differences to the extent it
is probable that sufficient future taxable profits will be
available to utilise those temporary differences. Judgement
is required to determine the amount of deferred tax assets
that can be recognised, based upon the likely timing and
level of taxable profits generated in the foreseeable future
together with future tax profit. Deferred tax assets have
not been recognised as there is no convincing evidence
that sufficient future taxable profits will be available
against which unused tax losses or unused tax credits can
be utilised. At the reporting date the Group has unutilised
tax losses that have not been recognised as deferred tax
assets. (Refer to Note 5 for further details).
(iii) TPG equity accounting
When assessing whether HTAL has a significant influence
over TPG, management has considered HTAL’s combined
25.05% interest in TPG.
Depreciation of operating assets constitutes a substantial
operating cost for TPG. The cost of fixed assets is charged
as a depreciation expense over the estimated useful lives
of the respective assets using the straight-line method
and this is reflected in the “Share of net profit/(loss)
of equity-accounted investments, net of tax” in HTAL’s
consolidated statement of profit or loss and other
comprehensive income. In 2019, the Group decided to
revise the useful life of some of TPG’s existing network
assets from up to 20 years to between 3 and 18 years,
which is consistent with the estimates adopted by TPG.
In implementing the revised useful lives, management
applied the change in the depreciation of the TPG existing
network assets based on an assessment of individual asset
lives prospectively from 1 January 2019 as required under
Australian Accounting Standards. As these depreciation
overlay adjustments were fully absorbed by the year ended
31 December 2022, there is no impact to the share of net
loss of equity-accounted investment for the year ended
31 December 2023 (2022: decrease in the share of net
profit of equity-accounted investment of $20.6 million).
The change has been included in the summarised financial
information of TPG as disclosed in Note 10.
Hutchison Telecommunications (Australia) Limited 31
The amendments provide a mandatory temporary
exception from recognising and disclosing deferred tax
assets and liabilities arising from implementation of the
OECD’s Pillar Two model rules. The amendments also
introduce targeted disclosure requirements for affected
companies and require entities to disclose:
the fact that they have applied the exception to
recognising and disclosing information about deferred tax
assets and liabilities related to Pillar Two income taxes;
their current tax expense (if any) related to the Pillar
Two income taxes; and
during the period between the legislation being
enacted or substantially enacted and the legislation
becoming effective, entities will be required to disclose
known or reasonably estimable information. If this
information is not known or reasonably estimable,
entities are instead required to disclose a statement
to that effect and information about their progress in
assessing the exposure.
Pillar Two legislation has yet to be enacted or substantively
enacted in Australia as at 31 December 2023.
When the relevant legislation is enacted or substantively
enacted to implement the Pillar Two income taxes, the
Group will apply the mandatory temporary exception from
recognising and disclosing information about deferred tax
assets and liabilities arising from implementation of the
OECD’s Pillar Two model rules, and will provide disclosure of
the expected impact and exposure to Pillar Two income taxes.
New standards and interpretations not yet adopted
Certain new accounting standards and interpretations
have been published that are not mandatory for
31 December 2023 reporting year and have not been early
adopted by the Group. The adoption of these standards
in future periods is not expected to have a material impact
on the Group’s financial statements.
(s) Rounding of amounts
The Group is of a kind referred to in ASIC Legislative
Instrument 2016/191, relating to the ‘rounding off’ of
amounts in the Directors’ report and financial statements.
Amounts in the financial statements have been rounded
off to the nearest thousand dollars, or in certain cases
unless otherwise indicated, the nearest dollar or cent, in
accordance with the instrument.
(t) Parent entity financial information
The financial information for the parent entity disclosed
in Note 24 has been prepared on the same basis as the
consolidated financial statements, except investments
in subsidiaries and investments in associates, which are
accounted for at cost in the financial statements of HTAL.
(u) New accounting standards and
Interpretations
Accounting standards issued and mandatorily
effective in the current year
The Group has adopted all of the new and revised
effective/applicable standards, amendments and
interpretations issued by the Australian Accounting
Standards Board that are relevant to the Group’s
operations and mandatory for annual periods beginning
on or after 1 January 2023. Adoption of these standards
has not had a material impact for the year ended
31 December 2023.
Amongst all of the new and revised effective/applicable
standards, amendments and interpretations issued by
the AASB that are relevant to the Group’s operations
and mandatory for annual periods beginning on or after
1 January 2023, amendments to AASB 112 “Income Taxes
– International Tax Reform – Pillar Two Model Rules” are
required to be applied immediately and retrospectively
in accordance with AASB 108, “Accounting Policies,
Changes in Accounting Estimates and Errors”.
Amendments to AASB 112 “Income Taxes – International
Tax Reform – Pillar Two Model Rules” clarify the
application of AASB 112 to income taxes arising from tax
law enacted or substantively enacted to implement the
Organisation for Economic Co-operation and Development
(“OECD”)/G20 Inclusive Framework on Base Erosion
and Profit Shifting Pillar Two model rules (“Pillar Two
income taxes”).
Annual Report 2023 32
N OTE S TO TH E FI NAN CIAL STATE M E NTS
CO NTI N U ED
NOTE 2 – REVENUE
Interest income
NOTE 3 – OPERATING EXPENSES
Consultancy fee
Accounting and tax support services provided by a related party (Note 19)
Auditors’ remuneration (Note 8)
Directors’ emoluments (Note 7)
Employee benefits
Others
2023
$’000
857
2022
$’000
194
2023
$’000
2022
$’000
336
460
345
111
356
234
529
441
283
110
224
89
1,842
1,676
NOTE 4 – IMPAIRMENT OF INVESTMENT ACCOUNTED FOR USING THE EQUITY METHOD
HTAL accounts for its interests3 in TPG and Vodafone Hutchison (Australia) Holdings Limited (“VHAH”) using the equity
method of accounting. In accordance with the Group’s accounting policy, the investments in these equity-accounted
investments are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable.
With the consideration of the available internal and external sources of information (including share price of $5.18 at
31 December 2023 and the block premium on the basis of HTAL’s significant influence on TPG), it was determined that
the recoverable amount of the investments in TPG based on FVLCOD exceeded its carrying amount at 31 December 2023.
Therefore, no impairment was required for the current year.
For the comparative year 2022, there was a decline in the share price of TPG from $5.89 at 31 December 2021 to $4.89
at 31 December 2022. The price decline is an indicator and plays a key role in establishing the FVLCOD of HTAL’s
equity-accounted investment in TPG. The investment in TPG accounted for using the equity method was written down
to its recoverable amount of $339.7 million as at 31 December 2022, which was determined by reference to the FVLCOD
of TPG shares as it was higher than its value in use. The main valuation inputs used in arriving at the FVLCOD were the
closing price of TPG shares at 31 December 2022 (level 1 input of the fair value hierarchy). A block premium (level 3 input
of the fair value hierarchy) on the basis of HTAL’s significant influence on TPG is included with reference to specific,
comparable and current transactions within the investee’s industry. As a result, an impairment of the investment of
$444.6 million for the amount by which the carrying amount exceeds the recoverable amount was recognised for the year
ended 31 December 2022.
3
HTAL’s 25.05% ownership interest in TPG comprises 11.14% interest directly held by Hutchison 3G Australia Holdings Pty Limited
(“H3GAH”), a wholly owned subsidiary of HTAL and an attributed 13.91% interest indirectly held by H3GAH through VHAH, a company
domiciled in the United Kingdom in which H3GAH has a 50% shareholding. VHAH has a direct 27.82% interest in TPG.
Hutchison Telecommunications (Australia) Limited 33
2023
$’000
2022
$’000
–
–
–
–
(124,046)
(398,378)
(37,214)
(119,513)
–
133,384
36,918
(14,316)
(296)
(445)
(19)
–
315
–
27
(7)
425
–
NOTE 5 – INCOME TAX
(a) Income tax expense
Current tax
Deferred tax
(b) Numerical reconciliation of income tax expense to prima facie tax payable
Loss from operations before income tax expense
Tax at the Australian tax rate of 30% (2022: 30%)
Tax effect of amounts which are not deductible or taxable/(non-assessable or deductible) in
calculating taxable income:
Impairment loss on equity-accounted investments
Share of net loss/(profit) of equity-accounted investments
Deferred tax on temporary differences not recognised
Adjustments for current tax of prior periods
Additional tax losses not recognised in the current year
Income tax expense
All unused tax losses were incurred by Australian entities.
This benefit for tax losses will only be obtained if the specific entity carrying forward the tax losses derives future assessable
income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised, and
the company complies with the conditions for deductibility imposed by tax legislation.
(c) Unrecognised tax losses
Opening balance
Adjustments for current tax of prior periods
Additional tax losses generated
Unused tax losses for which no deferred tax assets have been recognised
2023
$’000
2022
$’000
163,830
162,437
–
1,049
(23)
1,416
164,879
163,830
(d) Recognised deferred tax assets
There are no recognised deferred tax assets or liabilities at 31 December 2023 and 31 December 2022.
NOTE 6 – LOSS PER SHARE
Basic and diluted loss per share
Loss attributable to members of the company used in calculating basic
and diluted loss per share
Weighted average number of ordinary shares used as the denominator
in calculating basic and diluted loss per share
Units
cents
2023
(0.91)
2022
(2.94)
$’000
(124,046)
(398,378)
number
13,572,508,577
13,572,508,577
There were no options and no other potential ordinary shares outstanding at 31 December 2023 (2022: nil) and accordingly
there was no impact on the diluted loss per share calculation for the years ended 31 December 2023 and 31 December 2022.
Annual Report 2023 34
N OTE S TO TH E FI NAN CIAL STATE M E NTS
CO NTI N U ED
NOTE 7 – DIRECTOR COMPENSATION
(a) Director compensation
Short term benefits
Post-employment benefits
Total (included in Operating expenses – see Note 3)
2023
$
2022
$
100,000
100,000
10,750
110,750
10,250
110,250
The Directors are the key management personnel of HTAL. They receive no compensation for such services.
(b) Loans to key management personnel and other transactions with key management personnel
There were no loans made to Directors of the Company, including their personally-related entities, during the years ended
31 December 2023 and 31 December 2022. There were no transactions with the Directors of the Company for the years
ended 31 December 2023 and 31 December 2022.
NOTE 8 – REMUNERATION OF AUDITORS
PricewaterhouseCoopers Australia
Assurance services
Audit and review of financial reports and other audit work under
the Corporations Act 2001 (Cth)
Total remuneration for assurance services
Non-Assurance services
Others
Total auditors’ remuneration
2023
$
2022
$
338,228
283,200
338,228
283,200
7,000
–
345,228
283,200
It is the Group’s policy to employ the auditors on assignments additional to their statutory audit duties where the
auditor’s expertise and experience with the Group are important, in accordance with the process for awarding non-audit
assignments to external auditors, as outlined in the Audit & Risk Committee charter. In 2023, the assignment is in relation
to tax advisory service (2022: nil).
NOTE 9 – CURRENT ASSETS – CASH AND CASH EQUIVALENTS
Cash at bank
2023
$’000
37,194
2022
$’000
5,808
Hutchison Telecommunications (Australia) Limited 35
NOTE 10 – NON-CURRENT ASSETS – INVESTMENT ACCOUNTED FOR USING
THE EQUITY METHOD
Equity-accounted investments
2023
$’000
2022
$’000
179,916
339,680
The Group held a combined 25.05% interest in TPG at 31 December 2023 (31 December 2022: 25.05%). This comprises
a 11.14% interest directly held by Hutchison 3G Australia Holdings Pty Limited (“H3GAH”), a wholly owned subsidiary of
HTAL, and an attributed 13.91% interest indirectly held by H3GAH through VHAH, a joint venture company domiciled in the
United Kingdom in which H3GAH has a 50% shareholding. VHAH has a direct 27.82% interest in TPG. Further information
in respect of TPG and VHAH, which are associated and joint venture companies of the Group at 31 December 2023, are
set out below:
Name of entities
Principal activity
Country of operation
Associate:
OWNERSHIP INTEREST
2023
%
2022
%
TPG Telecom Limited
Telecommunications Services
Australia
11.14%
11.14%
Joint venture:
Vodafone Hutchison (Australia)
Holdings Limited
Financing and investing activities United Kingdom
50.00%
50.00%
Set out below are the movements in the carrying value of these investments:
At 1 January
Share of (loss)/profit of equity-accounted investments, net of tax
Share of TPG’s net gain on cash flow hedges taken to equity, net of tax
Share of TPG’s share-based payment reserve, net of tax
Share of TPG’s treasury share reserve, net of tax
Dividends received from equity-accounted investment4
Impairment of equity-accounted investment
At 31 December
2023
$’000
2022
$’000
339,680
774,578
(123,061)
47,721
644
1,576
636
1,163
(1,646)
(3,560)
(37,277)
(36,241)
–
(444,617)
179,916
339,680
Further details of the carrying amount of these equity-accounted investments are included in the section below under
“Summarised statement of financial position”.
The market value of the Group’s combined 25.05% interests in TPG based on the quoted closing share price of TPG at
31 December 2023 was $2,412.7 million (2022: $2,277.6 million). This amount is before the Group’s 50% share of VHAH’s
net debt of $4,731.6 million (2022: $4,553.9 million).
4
HTAL’s dividend income received from TPG for the 11.14% interest directly held by H3GAH is recognised as a reduction in the carrying
amount of the investment.
Annual Report 2023 36
N OTE S TO TH E FI NAN CIAL STATE M E NTS
CO NTI N U ED
NOTE 10 – NON-CURRENT ASSETS — INVESTMENT ACCOUNTED FOR USING
THE EQUITY METHOD CONTINUED
Summarised Financial Information
Summarised Statement of Profit or Loss and Other Comprehensive Income
Summarised financial information with respect to the profit or loss and other comprehensive income of the Group’s
equity-accounted investments and reconciliation of the summarised financial information to the Group’s share of
(loss)/profit of equity-accounted investments, net of tax, are set out below. The amounts included in the summarised
financial information have been adjusted to reflect adjustments made by HTAL in applying the equity method of
accounting. For the year ended 31 December 2022, the adjustments principally relate to a fixed asset depreciation
overlay carried out in 2019 to align the Group’s useful life of some of TPG’s existing network assets from up to 20 years to
between 3 and 18 years, to be consistent with the estimates adopted by TPG. As these depreciation overlay adjustments
were fully absorbed by the year ended 31 December 2022, no adjustments have been made during the year ended
31 December 2023. Please refer to Note 1(r)(iii) Critical accounting estimates and judgements for further background.
Gross amount of the following items
of the equity-accounted investments:
Revenues
Other income
Expenses
2023
2022
VHAH
$’000
TPG
$’000
VHAH
$’000
TPG
$’000
–
–
5,533,000
36,000
–
–
5,415,000
438,000
(351) (3,694,000)
(233)
(3,718,000)
Share of profits from investment in TPG, net of tax
13,710
–
119,828
–
Depreciation and amortisation
Net finance costs
(Loss)/profit before income tax
Income tax expense
(Loss)/profit for the year
Other comprehensive income
Total comprehensive (loss)/profit
Reconciliation to the Group’s share of (loss)/profit of the
equity-accounted investments:
Group interest:
Group’s share of the following items:
(Loss)/profit for the year
Group’s share of (loss)/profit of equity-accounted investments
–
(1,471,718)
–
(1,471,271)
(270,461)
(341,000)
(120,118)
(187,000)
(257,102)
62,282
(523)
476,729
–
(13,000)
–
(46,000)
(257,102)
49,282
(523)
430,729
715
3,000
(256,387)
52,282
707
184
2,000
432,729
50%
11.14%
50%
11.14%
(128,551)
(128,551)
5,490
5,490
(262)
(262)
47,983
47,983
Share of net loss of these equity-accounted investments, net of tax of $123.1 million for the year ended 31 December 2023
(2022: $47.7 million profit) represents the combined total of:
(i) the Group’s 50% share of net loss of VHAH of $128.6 million (2022: $0.3 million share of net loss), and
(ii) the Group’s 11.14% direct share of net profit of TPG of $5.5 million (2022: $48.0 million share of net profit).
Hutchison Telecommunications (Australia) Limited 37
Summarised statement of financial position
Summarised financial information with respect to the statement of financial position of the Group’s equity-accounted
investments and reconciliation of the summarised financial information to the Group’s carrying amount of these
investments, are set out below. The amounts included in the summarised financial information have been adjusted
to reflect adjustments made by HTAL in applying the equity method of accounting.
Gross amount of the following items of the
equity-accounted investments:
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net (liabilities)/assets
2023
2022
VHAH
$’000
TPG
$’000
VHAH
$’000
TPG
$’000
207,840
1,284,000
604,243
1,033,000
3,320,904
18,704,683
3,399,681
18,653,727
(42,663)
(1,722,000)
(5,158,107)
(1,732,000)
(4,896,731)
(6,329,000)
–
(5,734,000)
(1,410,650)
11,937,683
(1,154,183)
12,220,727
Reconciliation to the carrying amount of the Group’s investment
accounted for using the equity method
Group interest
50%
11.14%
50%
11.14%
Group’s share of net (liabilities)/assets
(705,325)
1,329,858
(577,092)
1,361,389
Group’s provision for impairment
(246,891)
(197,726)
(246,891)
(197,726)
Carrying amount
(952,216)
1,132,132
(823,983)
1,163,663
Investment accounted for using the equity method of $179.9 million at 31 December 2023 (2022: $339.7 million) represents
the combined total of:
(i) the Group’s 50% share of net liabilities of VHAH of $705.3 million (31 December 2022: $577.1 million share of net
liabilities), and
(ii) the Group’s 11.14% direct share of net assets of TPG of $1,329.8 million (31 December 2022: $1,361.4 million share of net
assets), and
(iii) provision for impairment of totalling $444.6 million (31 December 2022: $444.6 million).
The summarised statement of financial position includes the following items:
Cash and cash equivalents
Current financial liabilities
Non-current financial liabilities
2023
2022
VHAH
$’000
TPG
$’000
VHAH
$’000
TPG
$’000
202,867
116,000
355,688
114,000
(42,345)
(122,000)
(5,158,107)
(93,000)
(4,896,731)
(6,188,000)
–
(5,562,000)
Annual Report 2023 38
N OTE S TO TH E FI NAN CIAL STATE M E NTS
CO NTI N U ED
NOTE 10 – NON-CURRENT ASSETS — INVESTMENT ACCOUNTED FOR USING
THE EQUITY METHOD CONTINUED
On 20 November 2020, VHAH entered into a US$3.5 billion Syndicated Facility Agreement (“SFA”) with a syndicate of
lenders. The facility bears interest at 3-month US LIBOR + 1.00% and was matured on 20 November 2023. VHAH had
entered into cross-currency interest rate swaps with related parties associated with the VHAH joint venture partners. As a
result, VHAH effectively converted US dollar debt into Australian dollar debt, with an effective rate of interest based on the
Australian 3-month Bank Bill Swap rate (“BBSW”) plus a margin. The upfront fee of US$10.5 million was fully amortised over
the facility period. The SFA is guaranteed by the VHAH’s ultimate shareholders, CK Hutchison Holdings Limited (“CKHH”)
and Vodafone Group Plc (“VGP”). No guarantee fees were charged to VHAH. VHAH has also entered into a counter
indemnity agreement with each of CKHH and VGP.
On 31 May 2023, prior to the cessation of LIBOR on 30 June 2023, the SFA was rolled over to a 6-month US LIBOR +
1.00% rate of interest carrying it to the maturity of the loan on 20 November 2023. Similar to the interest payment noted
above, the payment terms for cross-currency interest rate swaps were matched to the maturity of the SFA, with the final
payments settling concurrently on 20 November 2023. The interest rate for the last period of the swaps, from 31 May 2023
to 20 November 2023, was determined by reference to the Australian BBSW for 3 months and 6 months.
On 13 November 2023, VHAH entered into a $4.9 billion three-year Multicurrency Syndicated Facility Agreement (“MSFA”)
with a syndicate of lenders. The facilities were fully drawn on 20 November 2023, and the proceeds were used to repay
the outstanding principal of the SFA. An upfront fee of 30 basis points on the MSFA limit, equivalent to $14.7 million was
charged by the syndicate of lenders.
Set out below are the key terms of the MSFA:
Tranche
Tranche A1
Tranche A2(i)
Tranche B(ii)
Facility limit
Annual interest rate
Guaranteed by
EURO 580,966,806
3-month EURIBOR + 0.95%
USD 970,000,000
2 or 3-month SOFR + 1.2%
AUD 2,450,000,000
2 or 3-month BBSY + 1.2%
VGP
VGP
CKHH
(i)
The drawdown under Tranche A2 was executed at an interest rate of 2-month SOFR + 1.2% during the initial period, which will be rolled
into 3-month SOFR + 1.2% afterwards.
(ii)
The loans drawn under Tranche B are made at the same time, in an equal amount (equivalent to AUD at the agreed rate of exchange)
and have the same interest period as Tranches A1 and A2.
In order to protect against exchange rate and interest rate movements, VHAH entered into cross-currency interest rate
swaps (“CCS”) for Tranches A1 and A2 with VGP on 13 November 2023. The CCS entered into have a total notional value
equivalent to the loan balances and have fixed exchange rates, and effectively convert Tranches A1 and A2 of the MSFA
into Australian-dollar denominated debt of $2.45 billion. As a result of the entering into the CCS, VHAH’s effective interest
rate for Tranches A1 and A2 is determined based on the Australian 2 or 3-month BBSW plus a margin.
Tranches A1 and A2 of the MSFA is guaranteed by VHAH’s ultimate shareholder, VGP. Tranche B of the MSFA is guaranteed
by VHAH’s other ultimate shareholder, CKHH. No guarantee fees were charged to VHAH. VHAH has also entered into a
counter indemnity agreement with each of CKHH and VGP. HTAL’s investment in VHAH remains predicated on the ongoing
financial support from VHAH’s ultimate shareholders.
Hutchison Telecommunications (Australia) Limited 39
NOTE 11 – CONTROLLED ENTITY
The consolidated financial statements incorporate the assets, liabilities and results of the following controlled entity in
accordance with the accounting policy described in Note 1(c):
EQUITY HOLDING5
Name of controlled entity
Hutchison 3G Australia Holdings Pty Limited6
Country of
Incorporation
Australia
Class
of Shares
Ordinary
2023
%
100
NOTE 12 – CURRENT LIABILITIES – PAYABLES
Trade payables
Payables to related parties (Note 19)
NOTE 13 – CURRENT LIABILITIES – OTHER FINANCIAL LIABILITIES
Loan from an entity within the CKHH group (Note 19)
2023
$’000
323
1,011
1,334
2023
$’000
–
2022
%
100
2022
$’000
374
479
853
2022
$’000
5,359
Loan from an entity within the CKHH group
During the year, HTAL made a full settlement of the outstanding balance of a financing facility amounting to $5.4 million.
The facility was granted to the Group by an entity within the CKHH group for a maximum amount of $1,600 million
and was matured on 30 June 2023. There was no outstanding balance owing or amount available for drawing as at
31 December 2023 (31 December 2022: $5.4 million balance owing and $1,594.6 million available for drawn). It was an
interest-free financing facility and was repayable on demand. The facility was terminated on 30 June 2023.
5
6
The proportion of ownership interest is equal to the proportion of voting power held.
This entity has been granted relief from the necessity to prepare financial reports in accordance with instrument 2016/785 issued
by the Australian Securities and Investments Commission.
Annual Report 2023 40
N OTE S TO TH E FI NAN CIAL STATE M E NTS
CO NTI N U ED
NOTE 14 – CONTRIBUTED EQUITY
2023
Shares
2022
Shares
2023
$’000
2022
$’000
Share capital
Ordinary shares (fully paid)
13,572,508,577
13,572,508,577
4,204,488
4,204,488
(a) Share capital
Ordinary shares entitle the holder to participate in dividends and proceeds on winding up of the Company in proportion
to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote,
and upon a poll each share is entitled to one vote.
(b) Movement in ordinary shares
There has been no movement in the number of shares issued during the years ended 31 December 2023 and 31 December 2022.
(c) Options
There are no options outstanding as at the statement of financial position date.
(d) Capital risk management
The Group’s primary objectives when managing capital are to safeguard its ability to continue as a going concern in order
to provide returns for shareholders and benefits for other stakeholders.
The Group defines capital as total equity attributable to shareholders of the Group, comprising issued share capital
and reserves, as shown in the consolidated statement of financial position. The Group actively and regularly reviews
and manages its capital structure to ensure capital and shareholder returns, taking into consideration the future capital
requirements of the Group and capital efficiency, projected operating cash flows and projected capital expenditures.
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital.
Net debt is calculated as total borrowings less cash and cash equivalents. Total capital is calculated as ‘Total equity’ as
shown in the statement of financial position less net debt.
The gearing ratio is not applicable to the Group at 31 December 2023 and 31 December 2022 due to its net cash position
at each year end (Note 16).
Hutchison Telecommunications (Australia) Limited 41
2023
$’000
2022
$’000
54,887
54,887
1,097
14,095
70,079
453
14,165
69,505
2023
$’000
2022
$’000
453
644
1,097
(183)
636
453
2023
$’000
2022
$’000
14,165
1,576
(1,646)
14,095
16,562
1,163
(3,560)
14,165
2023
$’000
2022
$’000
(3,934,555)
(3,536,177)
(124,046)
(398,378)
(4,058,601)
(3,934,555)
NOTE 15 – RESERVES AND ACCUMULATED LOSSES
(a) Reserves
Capital redemption reserve
Cash flow hedging reserve
Share-based payments reserve
Movements:
Capital redemption reserve
There has been no movement in the capital redemption reserve during the year (2022: nil).
Cash flow hedging reserve
Balance at 1 January
Hedging movement (share of equity-accounted investments)
Balance at 31 December
Share-based payments reserve
Balance at 1 January
Share-based payments (share of equity-accounted investments)
Treasury share reserve (share of equity-accounted investments)
Balance at 31 December
(b) Accumulated losses
Accumulated losses at 1 January
Loss attributable to members of the Company
Accumulated losses at 31 December
Annual Report 2023 42
N OTE S TO TH E FI NAN CIAL STATE M E NTS
CO NTI N U ED
NOTE 15 – RESERVES AND ACCUMULATED LOSSES CONTINUED
(c) Nature and purpose of reserves
Capital redemption reserve
The capital redemption reserve relates to the surplus arising on initial consolidation of a 19.9% stake in H3GAH.
Cash flow hedging reserve
The hedging reserve is used to record gains and losses on a hedging instrument in TPG equity-accounted investment cash
flow hedge that are recognised directly in equity, as described in Note 1(j).
Amounts are recognised in the statement of profit or loss and other comprehensive income when the associated hedged
transaction affects profit or loss.
Share-based payments reserve
The share-based payments reserve is used to:
(i) recognise the grant date fair value of options issued to employees but not exercised;
(ii) recognise the fair value of the 850 MHz spectrum licence assigned from Telecom New Zealand (“TCNZ”). The fair
value was determined by reference to the fair value of the option granted to TCNZ in exchange for the spectrum
licence; and
(iii) recognise HTAL’s share of TPG equity-accounted investment’s the grant date fair value of options issued to its
employees but not exercised.
Hutchison Telecommunications (Australia) Limited 43
NOTE 16 – RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH INFLOWS
FROM OPERATING ACTIVITIES
Loss after income tax
Share of net loss/(profit) of equity-accounted investments (Note 10)
Impairment loss on equity-accounted investments (Note 4)
Dividends received from equity-accounted investments (Note 10)
Change in operating assets and liabilities
Increase in other assets
Increase in payables
Net cash inflows from operating activities
Net cash reconciliation
Cash and cash equivalents
Borrowings
Net cash
Net debt as at 1 January 2022
Cash flows
Net cash as at 31 December 2022
Cash flows
Net cash as at 31 December 2023
2023
$’000
2022
$’000
(124,046)
(398,378)
123,061
(47,721)
–
444,617
37,277
36,241
(28)
481
(110)
379
36,745
35,028
37,194
–
37,194
5,808
(5,359)
449
Cash
and cash
equivalents
$’000
Borrowings
due within
1 year
$’000
Total
$’000
3,737
2,071
5,808
(38,316)
(34,579)
32,957
35,028
(5,359)
449
31,386
5,359
36,745
37,194
–
37,194
Annual Report 2023 44
N OTE S TO TH E FI NAN CIAL STATE M E NTS
CO NTI N U ED
NOTE 17 – CONTINGENCIES
There were no contingencies for HTAL or its controlled entity at 31 December 2023 and 31 December 2022. The Directors
are not aware of any other material contingent liabilities existing at the reporting date.
At 31 December 2023 and 31 December 2022, contingent liabilities incurred relating to HTAL’s interests in TPG (being
HTAL’s equity-accounted share of bankers’ guarantees provided in favour of TPG to support various commercial and
regulatory obligations) is as follows:
Guarantees
Secured guarantees
Unsecured guarantees
Total guarantees
NOTE 18 – COMMITMENTS
2023
VHAH
$’000
–
–
–
TPG
$’000
–
12,776
12,776
2022
VHAH
$’000
–
–
–
TPG
$’000
–
6,263
6,263
At 31 December 2023 and 31 December 2022, there was no commitment contracted but not provided for in the
financial statements.
NOTE 19 – RELATED PARTY TRANSACTIONS
(a) Parent entities
The holding company and parent entity is Hutchison Telecommunications (Amsterdam) B.V. which, at 31 December 2023,
owns approximately 88% of the issued ordinary shares of the Company. The ultimate parent entity is CK Hutchison
Holdings Limited (incorporated in Cayman Islands).
(b) Directors
The names of persons who were Directors of the Company at any time during the financial year are as follows:
FOK Kin Ning, Canning (resigned effective on and from 28 December 2023); Frank John SIXT; Barry ROBERTS-THOMSON;
Melissa ANASTASIOU; Susan Mo Fong CHOW; Justin Herbert GARDENER; LAI Kai Ming, Dominic; John Michael SCANLON
and WOO Chiu Man, Cliff.
(c) Key management personnel compensation
Disclosures relating to key management personnel compensation (being the Directors) are set out in Note 7.
(d) Transactions with related parties
During the year, the following transactions occurred with related parties:
Loans from related parties
Repayments to an entity within the CKHH group
(5,359,401) (32,956,620)
Operating expenses
Payable to TPG equity-accounted investment
(459,676)
(440,516)
2023
$
2022
$
Hutchison Telecommunications (Australia) Limited 45
(e) Outstanding balances
The following balances are outstanding at 31 December 2023 and 31 December 2022 in relation to transactions with
related parties:
Payables
TPG equity-accounted investment (Note 12)
Current liabilities – Other financial liabilities
Entity within the CKHH group (Note 13)
2023
$
2022
$
(1,010,960)
(479,254)
–
(5,359,401)
On 13 November 2023, VHAH entered into the MSFA with a syndicate of lenders. One half of the MSFA is guaranteed
by each of VHAH’s ultimate shareholders, CKHH and VGP on a several basis. No guarantee fees were charged to VHAH.
VHAH has also entered into a counter indemnity agreement with each of CKHH and VGP (Note 10).
(f) Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates, except interest on some loans
between the parties that are interest free. All these loans have been disclosed.
NOTE 20 – DEED OF CROSS GUARANTEE
The Company and H3GAH are parties to a deed of cross guarantee, under which each company guarantees the debt of the
others. There have been no changes to the deed of cross guarantee as at 31 December 2023 in comparison to 31 December 2022.
(a) Closed Group consolidated statement of profit or loss and other comprehensive income and a
summary of movements in the Closed Group consolidated retained earnings
HTAL and H3GAH represented a ‘Closed Group’ for the purposes of the Class Order. As there are no other parties to the
deed of cross guarantee that are controlled by HTAL, H3GAH also represents the ‘Extended Closed Group’. H3GAH is a
holding company with no material operations and owns 25.05% of TPG (11.14% directly and 13.91% indirectly through its
50% investment in the VHAH joint venture).
Set out below is the Closed Group consolidated statement of profit or loss and other comprehensive income and a
summary of movements in the Closed Group consolidated accumulated losses for the years ended 31 December 2023
and 31 December 2022.
Statement of profit or loss and other comprehensive income
Revenue
Fair value change on investment in TPG held within the Closed Group
Other operating expenses
Profit/(loss) before income tax
Income tax expense
Profit/(loss) for the year
Movements in consolidated accumulated losses
Accumulated losses at 1 January
Profit/(loss) for the year(i)
Accumulated losses at 31 December
2023
$’000
2022
$’000
38,134
36,435
60,883
(294,826)
(1,842)
(1,676)
97,175
(260,067)
–
–
97,175
(260,067)
(3,263,641)
(3,003,574)
97,175
(260,067)
(3,166,466)
(3,263,641)
(i)
In 2023, the Closed Group recognised a fair value gain of $60.9 million (31 December 2022: $294.8 million fair value loss) on H3GAH’s
investment in TPG as a result of increase (31 December 2022: decrease) in share price of TPG. The fair value has been determined
based on the share price of TPG.
Annual Report 2023 46
N OTE S TO TH E FI NAN CIAL STATE M E NTS
CO NTI N U ED
NOTE 20 – DEED OF CROSS GUARANTEE CONTINUED
(b) Statement of financial position
Set out below is a statement of financial position as at 31 December 2023 and 31 December 2022 of the Closed Group
consisting of H3GAH and HTAL.
ASSETS
Current assets
Cash and cash equivalents
Prepayments
Other receivables
Total current assets
Non-current assets
Other financial assets
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Payables
Other financial liabilities
Total current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Accumulated losses
Total equity
2023
$’000
2022
$’000
37,194
5,808
150
40
117
45
37,384
5,970
1,072,739
1,011,856
1,072,739
1,011,856
1,110,123
1,017,826
1,334
–
1,334
1,334
853
5,359
6,212
6,212
1,108,789
1,011,614
4,204,488
4,204,488
70,767
70,767
(3,166,466)
(3,263,641)
1,108,789
1,011,614
Hutchison Telecommunications (Australia) Limited 47
NOTE 21 – SEGMENT REPORTING
The Group has identified its operating segment based on the internal reports that are reviewed and used by the Group
in assessing performance and in determining the allocation of resources.
In 2023, the Group continued to invest in an operator within the telecommunications industry.
The chief operating decision maker of the Group continues to receive information to manage its operations and investment
based on one operating segment, an investor in an operator of telecommunication services. As such, the Group believes
it is appropriate that there is one operating segment.
Key financial information used by the chief operating decision maker of the Group when evaluating the investment in
telecommunication services operating segment includes:
HTAL’s share of the following items of the equity-accounted investments
Total revenue
Net (loss)/profit*
2023
$’000
2022
$’000
1,386,017
1,356,458
(123,061)
47,721
Further information reviewed by the chief operating decision maker with regards to the performance of the Group’s
equity-accounted investments is disclosed in Note 10.
*
After adjustments in applying equity method of accounting.
NOTE 22 – FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: market risk (interest rate risk), credit risk and liquidity risk.
The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on the financial performance of the Group. It is the Group’s policy not to enter into derivative
transactions for speculative purposes. It is also the Group’s policy not to invest liquidity in financial products, including
hedge funds or similar vehicles, with significant underlying leverage or derivative exposures.
Risk management is carried out by the management of HTAL under policies approved by the Board of Directors. Management
identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board oversees the
overall risk management including specific areas, such as interest rate risk, credit risk, use of derivative financial instruments
and non-derivative financial instruments, and investment of excess liquidity.
(a) Market risk
For the presentation of market risks (including interest rate risk, exchange rate risk and market price risk), AASB 7
Financial Instruments: Disclosures requires disclosure of a sensitivity analysis for each type of market risk that show the
effects of a hypothetical change in the relevant market risk variable to which the Group is exposed at the reporting date
on profit or loss and total equity.
The effect that is disclosed in the following sections assumes that (a) a hypothetical change of the relevant risk variable
had occurred at the reporting date and had been applied to the relevant risk variable in existence on that date; and (b) the
sensitivity analysis for each type of market risk does not reflect inter-dependencies between risk variables.
The preparation and presentation of the sensitivity analysis on market risk is solely for compliance with AASB 7 disclosure
requirements in respect of financial instruments. The sensitivity analysis measures changes in the fair value and/or cash
flows of the Group’s financial instruments from hypothetical instantaneous changes in one risk variable (e.g. interest rate),
the amount so generated from the sensitivity analysis are what-if forward-looking estimates. The sensitivity analyses are
for illustration purposes only and it should be noted that in practice, market rates rarely change in isolation. Actual results
in the future may differ materially from the sensitivity analyses due to developments in the global markets which may
cause fluctuations in market rates (e.g. interest rate) to vary and therefore it is important to note that the hypothetical
amounts so generated do not represent a projection of likely future events and profits or losses.
(i) Interest rate risk
The Group’s main interest rate risk arises from cash balances and other financial assets. At 31 December 2023, there are
no material loans receivable from equity-accounted investments and entities within the CKHH group.
(ii) Foreign currency exchange risk
Management has assessed there is minimal foreign currency exchange risk as the Group does not carry any material
balances in foreign currency.
Annual Report 2023 48
N OTE S TO TH E FI NAN CIAL STATE M E NTS
CO NTI N U ED
NOTE 22 – FINANCIAL RISK MANAGEMENT CONTINUED
(a) Market risk continued
(iii) Summarised sensitivity analysis
The following table summarises the sensitivity of the Group’s financial assets to interest rate risk.
31/12/2023
Financial assets
Cash and cash equivalents
Total (increase)/decrease
31/12/2022
Financial assets
Cash and cash equivalents
Total (increase)/decrease
INTEREST RATE RISK
-1%
+1%
Carrying
amount
$’000
Post-tax
loss
$’000
Other
equity
$’000
Post-tax
loss
$’000
Other
equity
$’000
37,194
37,194
(372)
(372)
–
–
372
372
–
–
INTEREST RATE RISK
-1%
+1%
Carrying
amount
$’000
Post-tax
loss
$’000
Other
equity
$’000
Post-tax
loss
$’000
Other
equity
$’000
5,808
5,808
(58)
(58)
–
–
58
58
–
–
(b) Credit risk
Credit risk is managed on an entity basis. Credit risk arises from cash and cash equivalents, deposits with banks and
financial institutions, as well as credit exposures to related parties. For banks and financial institutions, only independently
rated parties with a minimum rating of ‘A’ are accepted.
Hutchison Telecommunications (Australia) Limited 49
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding
and the support from related parties.
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity
profiles of financial assets and liabilities. Surplus funds are generally only invested in instruments that are tradeable in
highly liquid markets.
The table below analyses the Group’s financial assets and liabilities’ relevant maturity groupings based on the remaining
period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows. Balances due within 12 months equal their carrying balances, as the impact of discounting is
not significant.
31/12/2023
Cash and cash equivalents
Payables
Total
31/12/2022
Cash and cash equivalents
Payables
Other financial liabilities
Total
Less than
1 year
$’000
37,194
(1,334)
35,860
Less than
1 year
$’000
5,808
(853)
(5,359)
(404)
Between
1 and
2 years
$’000
Between
2 and
5 years
$’000
Over
5 years
$’000
–
–
–
–
–
–
–
–
–
Between
1 and
2 years
$’000
Between
2 and
5 years
$’000
Over
5 years
$’000
–
–
–
–
–
–
–
–
–
–
–
–
Total
$’000
37,194
(1,334)
35,860
Total
$’000
5,808
(853)
(5,359)
(404)
NOTE 23 – EVENTS OCCURRING AFTER THE REPORTING DATE
There has been no matter or circumstance that has arisen after the reporting date that has significantly affected or may
significantly affect:
(i) the operations of the Group in future financial years, or
(ii) the results of those operations in future financial years, or
(iii) the state of affairs of the Group in future financial years.
Annual Report 2023 50
N OTE S TO TH E FI NAN CIAL STATE M E NTS
CO NTI N U ED
NOTE 24 – PARENT ENTITY DISCLOSURES
(a) Summary financial information
Financial position
ASSETS
Current assets
Non-current assets
Total assets
LIABILITIES
Current liabilities7
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Accumulated losses
Total equity
Financial performance
Loss for the year(i)
Total comprehensive loss for the year
2023
$’000
2022
$’000
37,384
5,970
339,680
339,680
377,064
345,650
106,950
106,950
74,553
74,553
270,114
271,097
4,204,488
4,204,488
15,880
15,880
(3,950,254)
(3,949,271)
270,114
271,097
(983)
(742,004)
(983)
(742,004)
(i)
In 2023, no impairment of HTAL’s investment in H3GAH was made as the recoverable value is in excess of the carrying amount of the
investment at 31 December 2023 (2022: $740.5 million impairment).
7
As at 31 December 2023, current liabilities include an interest-free advance from H3GAH to HTAL of $105.6 million (2022: $68.3 million).
During the year ended 31 December 2023, HTAL made a full settlement of the outstanding balance of an interest-free financing facility
provided from a subsidiary of CKHH amounting to $5.4 million which was included in the current liabilities as at 31 December 2022.
Hutchison Telecommunications (Australia) Limited 51
(b) Commitments and Contingencies
There were no commitments contracted for by HTAL but not recognised as liabilities or payable at 31 December 2023
and 31 December 2022.
The Directors of the Parent Entity are not aware of any other material contingent liabilities existing at the reporting date.
As at 31 December 2023, the Parent Entity has a deficiency of net current assets of $69.6 million (2022: deficiency of net
current assets of $68.6 million). CKHH has confirmed its current intention to provide sufficient financial support to enable
the Parent Entity to meet its financial obligations as and when they fall due. This undertaking is provided for a minimum
period of twelve months from the date of signing these financial statements. Consequently, the Directors have prepared
the financial statements on a going concern basis.
(c) HTAL’s investment in H3GAH
Investment in H3GAH
Investment at cost
Accumulated impairments
Carrying amount
2023
$’000
2022
$’000
3,664,655
3,664,655
(3,324,975)
(3,324,975)
339,680
339,680
Annual Report 2023 52
D I R EC TO RS’ D ECL AR ATIO N
In the Directors’ opinion:
(a) the financial statements and notes set out on pages 21 to 51 are in accordance with the Corporations Act
2001 (Cth), including:
(i)
complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
(ii) giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2023 and of its
performance for the financial year ended on that date; and
(b) there are reasonable grounds to believe that Hutchison Telecommunications (Australia) Limited will be able to pay
its debts as and when they become due and payable; and
(c) at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed
Group identified in Note 20 will be able to meet any obligations or liabilities to which they are, or may become,
subject by virtue of the deed of cross guarantee described in Note 20.
Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued
by International Accounting Standards Board.
The Directors have been given the declarations by Mr Steven Paul Allen, being the person responsible to the Board for
performing the Chief Executive function and Chief Financial Officer function of Hutchison Telecommunications (Australia)
Limited required by section 295A of the Corporations Act 2001 (Cth).
This declaration is made in accordance with a resolution of the Directors.
Barry Roberts-Thomson
Deputy Chairman
26 February 2024
Justin Herbert Gardener
Director
26 February 2024
Hutchison Telecommunications (Australia) Limited I N D E P E N D E NT AU D ITO R ’ S R E P O R T
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To the members of Hutchison Telecommunications (Australia) Limited
Report on the audit of the financial report
Our opinion
In our opinion:
The accompanying financial report of Hutchison Telecommunications (Australia) Limited (the
Company) and its controlled entity (together the Group) is in accordance with the Corporations Act
2001, including:
(a)
giving a true and fair view of the Group's financial position as at 31 December 2023 and of its
financial performance for the year then ended
(b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
What we have audited
The Group financial report comprises:
•
•
•
•
•
•
the consolidated statement of financial position as at 31 December 2023
the consolidated statement of changes in equity for the year then ended
the consolidated statement of cash flows for the year then ended
the consolidated statement of profit or loss and other comprehensive income for the year then
ended
the notes to the financial statements, including material accounting policy information and other
explanatory information
the directors' declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor's responsibilities for the audit of the financial
report section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical
Standards Board's APES 110 Code of Ethics for Professional Accountants (including Independence
Independent auditor's report
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001
T: +61 2 8266 0000, F: +61 2 8266 9999
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124
T: +61 2 9659 2476, F: +61 2 8266 9999
Liability limited by a scheme approved under Professional Standards Legislation.
Annual Report 2023 54
I N D E P E N D E NT AU D ITO R ’ S R E P O R T
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Our audit approach
An audit is designed to provide reasonable assurance about whether the financial report is free from
material misstatement. Misstatements may arise due to fraud or error. They are considered material if
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial report as a whole, taking into account the geographic and management
structure of the Group, its accounting processes and controls and the industry in which it operates.
Audit scope
Key audit matters
•
•
Amongst other relevant topics, we communicated
the following key audit matters to the Audit and
Risk Committee:
- Equity accounting for Hutchison
Telecommunications (Australia) Limited
(HTAL)'s investment in TPG Telecom Limited
(TPG) (refer to note 10)
- Impairment assessment for HTAL's equity
accounted investment in TPG (refer to note 4)
These are further described in the Key audit
matters section of our report.
•
•
Our audit focused on where the Group made
subjective judgements; for example, significant
accounting estimates involving assumptions and
inherently uncertain future events.
The Group team conducted the audit of the
financial information contained within the
consolidated financial statements and the
component auditors of TPG Telecom Limited
(TPG) performed procedures for the equity
accounted investment.
• We, as the Group engagement team, determined
and undertook an appropriate level of involvement
in the work performed by the component audit
team, in order for us to be satisfied that sufficient
audit evidence had been obtained to support our
opinion on the Group financial report as a whole.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report for the current period. The key audit matters were addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. Further, any commentary on the outcomes of a
particular audit procedure is made in that context.
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Key audit matter
How our audit addressed the key audit matter
Equity accounting for Hutchison
Telecommunications Australia Limited (HTAL)'s
investment in TPG Telecom Limited (TPG) (refer to
note 10)
HTAL applies equity accounting for its combined
25.05% ownership investment in TPG. These
investments are held by HTAL via a:
•
•
13.91 % indirect interest through Vodafone
Hutchison (Australia) Holdings Limited
(VHAH), which HTAL jointly controls through a
wholly owned subsidiary, and
11.14% direct interest in TPG via a wholly
owned subsidiary.
As at 31 December 2023, HTAL's equity-accounted
investment is carried at $179.9 million.
We determined equity accounting for HTAL's
investment in TPG to be a key audit matter because of
the magnitude of the investment.
To assess the equity accounting for the Group's
25.05% investment in TPG, we performed the following
procedures amongst the others:
•
•
Considered the appropriateness of the equity
accounted method.
Reconciled opening equity-accounted investment
balance to the final position reflected in the
financial report. To do this we:
recalculated the share of net profiU(loss)
and changes in reserves of TPG by the
Group and recalculating HTAL's 25.05%
share; and
compared dividends received from TPG to
supporting documentation and bank
statements.
Agreed the financial statements of TPG as at
31 December 2023 to the equity accounting
schedule.
For borrowings and derivatives held by VHAH:
tested the fair value of the derivatives
associated with the borrowings with the
assistance of our PwC valuation experts,
and
obtained third party confirmation of
borrowings.
Tested equity accounting adjustments in
HTAL to historical records and supporting
schedules for accuracy.
•
•
•
We also evaluated the reasonableness of the
disclosures made by the Group in the financial report in
view of the requirements of Australian Accounting
Standards
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Key audit matter
How our audit addressed the key audit matter
Impairment assessment for HTAL 's equity
accounted investment in TPG (refer to note 4)
HTAL's equity accounted investment in TPG is the
most significant asset in the Group financial report.
HTAL is required to perform an impairment assessment
annually or when there are indicators that the equity
accounted investments could be impaired.
As part of their assessment, significant judgement was
used by the Group in determining the fair value less
cost of disposal (FVLCOD) of the equity accounted
investment in TPG, requiring significant assumptions
and estimates including determining a market-based
price and a block premium.
We considered the impairment assessment of HT Al's
equity accounted investment in TPG a key audit matter
due to the following reasons:
•
•
HTAL's equity accounted investment in TPG is the
most significant asset in the consolidated
statement of financial position.
the significant judgement required by the Group to
determine the FVLCOD of the equity accounted
investment in TPG
To evaluate the Group's impairment assessment of the
equity accounted investment in TPG we performed the
following procedures amongst others:
•
•
•
•
•
Developed an understanding of the process by
which the Group conducted the impairment
assessment.
Evaluated the Group's methodologies and
documented basis for significant assumptions
utilised in the determination of FVLCOD against
the requirements of Australian Accounting
Standards.
With the assistance of our PwC valuation expert,
we assessed:
-
-
the inclusion and magnitude of applying a
block premium for significant influence in
TPG; and
the likely costs of disposal.
Compared the share price of TPG, as used in the
impairment assessment, to the ASX quoted price
throughout the year and at the year end (the
valuation date)
Considered if the impairment model appropriately
included the likely costs of disposal associated
with selling the equity accounted investment in
TPG
• Developed an understanding of the nature of the
net debt held within VHAH, and recalculated the
Group's proportionate share.
Tested the mechanical accuracy of the impairment
assessment calculations.
•
We also evaluated the reasonableness of the Group's
disclosures made in Note 4 in respect of the
impairment assessment, including those disclosures
related to significant accounting judgements and
estimates used to determine the FVLCOD in
accordance with the Australian Accounting Standards.
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Other information
The directors are responsible for the other information. The other information comprises the
information included in the annual report for the year ended 31 December 2023, but does not include
the financial report and our auditor's report thereon. Prior to the date of this auditor's report, the other
information we obtained included the Review of Operations, Board of Directors, Director's Report and
Corporate Directory. We expect the remaining other information to be made available to us after the
date of this auditor's report.
Our opinion on the financial report does not cover the other information and we do not and will not
express an opinion or any form of assurance conclusion thereon through our opinion on the financial
report. We have issued a separate opinion on the remuneration report.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor's report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
When we read the other information not yet received, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the directors and use our
professional judgement to determine the appropriate action to take.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor's report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial report.
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A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020. pdf. This description forms part of our
auditor's report.
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in the directors' report for the year ended 31
December 2023.
In our opinion, the remuneration report of Hutchison Telecommunications (Australia) Limited for the
year ended 31 December 2023 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
�����
PricewaterhouseCoopers
Sydney
26 February 2024
Hutchison Telecommunications (Australia) Limited S HAR E H O LD E R I N FO R MATIO N
59
The shareholder information set out below was applicable as at 26 February 2024.
Substantial shareholders
Substantial shareholders in the Company (as disclosed to the ASX) are:
Shareholder
CK Hutchison Holdings Limited and its subsidiaries1
Shareholding
12,009,393,175
Li Ka-Shing Unity Trustee Company Limited as trustee for The Li Ka-Shing Unity Trust2
12,009,393,175
Vodafone Group Plc and subsidiaries3
Spark New Zealand Trading Limited and Spark New Zealand Limited
12,009,393,175
1,357,250,858
% Issued
Capital
88.48
88.48
88.48
10.00
Notes:
1
2
3
Substantial shareholding includes relevant interest arising from an equitable mortgage of shares from Leanrose Pty Limited of
approximately 0.62% of the issued capital of the Company. For further details, see form 603 lodged with the ASX on 5 June 2015.
Substantial shareholding arises solely because Li Ka-Shing Unity Trustee Company Limited as trustee for The Li Ka-Shing Unity Trust
has interests in CK Hutchison Holdings Limited and therefore has a relevant interest in the same shares in the Company in which
CK Hutchison Holdings Limited has a relevant interest. Li Ka-Shing Unity Trustee Company Limited as trustee for The Li Ka-Shing Unity
Trust or otherwise does not hold any shares in the Company. For further details, see form 603 lodged with the ASX on 11 June 2015.
Substantial shareholding arises solely as a result of the relevant interests which Vodafone Group Plc and its subsidiaries have in
shares in the Company in which CK Hutchison Holdings Limited and its subsidiaries have a relevant interest. None of Vodafone
Group Plc or any of its subsidiaries holds any shares in the Company. Previously, Vodafone Group Plc’s relevant interests arose under
a Shareholders Agreement between Vodafone Group Plc, Hutchison Whampoa Limited (currently a subsidiary of CK Hutchison
Holdings Limited) and other parties in relation to Vodafone Hutchison Australia Pty Limited (name changed to Vodafone Hutchison
Australia Limited and then to TPG Telecom Limited) (the “VHA Shareholders Agreement”). The acquisition of the relevant interests
was approved by shareholders in April 2009. The VHA Shareholders Agreement was terminated in June 2020. At or about the
time of termination of the VHA Shareholders Agreement, Vodafone Group Plc, CK Hutchison Holdings Limited, the Company and
other parties entered into a Shareholders Agreement in relation to Vodafone Hutchison (Australia) Holdings Limited (the “New
Shareholders Agreement”). As a result of certain provisions in the New Shareholders Agreement, Vodafone Group Plc and its
subsidiaries have a relevant interest in shares in the Company in which CK Hutchison Holdings Limited and its subsidiaries have a
relevant interest.
Distribution of equity securities
Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 50,000
50,001 – 100,000
100,001 – and over
Total
Number of
Shareholders
% Issued
Capital
1,329
2,111
732
721
136
221
0.01
0.04
0.04
0.12
0.08
99.71
5,250
100.00
There were 4,415 holders of less than a marketable parcel of ordinary shares at a share price of $0.032 on
26 February 2024.
Annual Report 2023 60
S HAR E H O LD E R I N FO R MATIO N
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Twenty largest shareholders
The names of the 20 largest holders of quoted ordinary shares as at 26 February 2024 are as follows:
Shareholder
Hutchison Telecommunications (Amsterdam) B.V.
Spark New Zealand Trading Limited
Leanrose Pty Ltd
Mr Dimitrios Piliouras & Mrs Konstantina Piliouras
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